Special meeting report

[Guest John Larson]

Our Board posted notice of a Board Workshop to "discuss unfinished business on Document Review, attorney responses to Board questions, and plans for the future". At the meeting, members of the Document review committee were present and asked to participate. As a member of theBoard, I clarified that the committee members should be there to answer questions only. This was agreed upon. 

 

The Board Secretary has provided us with a Document Review Workshop Report that states that consensus was reached or agreements were made by "the group". He does not identify who is "the group". At the meeting, the president would ask, "Is everyone ok with this?" before moving to each item being discussed. No vote was ever taken. This was a very informal meeting.

 

I am concerned that as the membership was notified of a Board Workshop and noticed of the items to be discussed by the Board, and that a report should include only what was discussed in general terms and should not record that consensus was reached or agreements made when no vote was taken. I have suggested that the secretary's  notes should be used instead to provide a  document that would then be an agenda item for approval at our next regular Board meeting.

 

Am I wrong? Your help is needed.

 

[Hieu H. Huynh]

A report of the board can only contain what has been agreed to by a majority vote at a regular or properly called meeting of the board. (see RONR 11th ed., p. 503)

[Edgar Guest]

The Board Secretary has provided us with a Document Review Workshop Report that states that consensus was reached or agreements were made by "the group".

 

If this "workshop" was an official meeting of the board (special or not), the secretary should have prepared minutes, not a "Document Review Workshop Report". If this "workshop" wasn't a proper meeting of the board then, as Mr. Huynh suggested, the board, as a board, can't report anything.

 

I have suggested that the secretary's notes should be used instead to provide a document that would then be an agenda item for approval at our next regular Board meeting.

Sounds like minutes to me.

[Richard Brown]

A report of the board can only contain what has been agreed to by a majority vote at a regular or properly called meeting of the board. (see RONR 11th ed., p. 503)

I don't disagree, but doesn't this statement sound very much like unanimous consent:  "At the meeting, the president would ask, "Is everyone ok with this?" before moving to each item being discussed. No vote was ever taken." 

 

If nobody objected, wouldn't that constitute unanimous consent?

 

I do agree with the original poster that this meeting was a board meeting and that the minutes should reflect it as such.

 

Edited to add:  Perhaps it isn't  so clear that this was an actual, formal meeting of the board, but rather an informal discussion group consisting primarily of board members.  That is something the organization has to determine for itself.

[Gary Novosielski]

Our Board posted notice of a Board Workshop to "discuss unfinished business on Document Review, attorney responses to Board questions, and plans for the future". At the meeting, members of the Document review committee were present and asked to participate. As a member of theBoard, I clarified that the committee members should be there to answer questions only. This was agreed upon. 

 

The Board Secretary has provided us with a Document Review Workshop Report that states that consensus was reached or agreements were made by "the group". He does not identify who is "the group". At the meeting, the president would ask, "Is everyone ok with this?" before moving to each item being discussed. No vote was ever taken. This was a very informal meeting.

 

I am concerned that as the membership was notified of a Board Workshop and noticed of the items to be discussed by the Board, and that a report should include only what was discussed in general terms and should not record that consensus was reached or agreements made when no vote was taken. I have suggested that the secretary's  notes should be used instead to provide a  document that would then be an agenda item for approval at our next regular Board meeting.

 

Am I wrong? Your help is needed.

 

The minutes should clearly state whether each motion was adopted or not, and the exact wording of the motion as stated by the chair.  If the meeting is so informal that this did not happen, then it's too informal.

 

Adopting of a motion can by by vote, or by "unanimous consent" which is sometimes (unfortunately, in my view) called "consensus".  The procedures you describe are a bit too sloppy informal for my taste, but if a chair says "is everybody okay with this", that's not too much of a stretch from "Is there objection?"  If nobody indicated that it was not okay, then the motion (there was a motion, right?) could be considered adopted by unanimous consent.