Validating old minutes

[grayduck]

Five months ago, in March, our secretary did not record the discussion of a motion that later passed (we discuss motions in meetings and then put them up online for a vote over a five-day period). We have had at least three meetings and votes in the meantime. Last month, after this was discrepancy was pointed out, the new secretary amended those March minutes to show that the motion was discussed. Some members think he should not have done this. Do we need a new vote to validate the updated March minutes? Should that be done as a motion? Is there some reference to this in RONR?

[grayduck]

One person also thinks that because those minutes did not record the discussion of that motion, the motion should be invalidated and the Constitution should revert to its prior version.

[Gödel Fan]

I'll ignore the fact that I still don't understand how you conduct business, and just say that amending approved minutes is a motion to amend something previously adopted and requires a 2/3 vote, a majority vote with notice, or a majority vote of the entire membership.  The Secretary can't just go modifying minutes willy-nilly.  I have no idea how you handle incidental main motions, nor do I know how you handle notice requirements, so I can't say how this applies to your idiosyncratic rules. 

 

Also, minutes contain motions adopted, not the discussion of those motions.  It seems logical that, under your rules, you'd need to say what was discussed since you don't actually do anything at meetings.  However, actions taken are taken, regardless of what the minutes say.  If we move to spend $5000 on gerbil balls, and then this is omitted from the minutes, and the minutes are adopted anyway, the money is still allocated.  Minutes are a record of what happened, not the authorization itself.  If you moved to amend your Constitution, and the motion was adopted, then the Constitution was amended, even if mistakes are made in the minutes.  

[grayduck]

Thank you, Gödel Fan. That was fast. 

 

This is our current aberration of a system that I'm trying to fix with a constitutional review:

 

1. Motions that are moved and seconded (with a rationale) are submitted to me, the Motions and Elections Officer, by the last day of the month in which the online vote is to take place.

2. I check for constitutionality

3. I state/post motions to our Forum for online discussion a week in advance of our General Meeting

4. We have a General Meeting where, for a short time, I become the Presiding Chair and oversee the discussion of those motions. 

    - We approve minutes in this meeting (without a quorum)

    - There is no voting on motions in the meeting

5. A few days later, the motions are posted online for the vote

    - We need a quorum of the membership for the vote to pass (we never go to 2/3)

 

I now know that motions are never properly put before our assembly because there is no room for secondary motions because everything is done online (we can never get a quorum of our membership at a General Meeting). The only person who can make amendments or withdraw a motion is the mover of the motions. So attempts to apply RONR are feeble and cursory at best, and, as some have pointed out, basically impossible. I have to get answers to my questions in RONR (and here) as if ours was a normal organization and then try to make it fit whenever we have problems, of which we had a ton over the past two months - three board members resigned in one week!

 

But we have set up a committee to review the Constitution, so we'll be looking how to properly put motions before our online membership. It may look like opening up the Forum for the presentation of the motions, discussion, and most importantly the ability to make online secondary motions, then having voting inside that thread (with a full or 2/3rds quorum as required), rather than waiting for one big final vote. Or some combination of that. I just need to find a way to help our members be able to make secondary and other motions online. Quite strange. Lots of considerations. Maybe not even possible.

 

Finally, just so I can keep this post relevant to the topic of this thread, we usually approve the minutes in our live meeting without a full quorum. I guess we can just have the revisions approved in that meeting without going to a full online vote since this is our normal practice.

[Gödel Fan]

As much as I dislike any form of online meeting other than through video or audio conferencing, I will say that Dr. Stackpole has made a very valiant attempt to make sense of it, so you might want to look at the model rules he suggests.  

 

I can say more decisively that, unless you have bylaws to the contrary, nothing purported to be adopted at an inquorate meeting is adopted, so it would be my opinion (I guess) that you just have a huge backlog of draft minutes - I guess your Secretary, then, can change them at will, until they are actually adopted.  Draft minutes, after all, are just the Secretary's notes until approved.  A complicating factor is that I'm not convinced there's much to put in your minutes other than the meeting being called to order, the presence of the President or who is chairing (itself a complication), the presence of the Secretary or the selection of a sec pro tem, the absence of a quorum, and the motion to adjourn, since you haven't described any business as taking place at your meetings.  

[grayduck]

Hahaha. That is veeeerrrry interesting. I should point them out to for a good laugh!

 

Do you have a reference/link for Dr. Stackpole's method?

[Gödel Fan]

I don't have one handy, but perhaps Dr. Stackpole will provide them.

[grayduck]

We have in our constitution that "in order for motions to be passed, ten percent (10%) of the total membership must vote on the motions". We don't have anything about what constitutes a quorum for approving minutes in a General Meeting. They just go by majority. We have a membership of 450 and we get maximum 30 at a meeting. And that is very rarely.

[Gödel Fan]

If you have no quorum specification in your bylaws, a quorum would be a majority of the entire membership, if RONR is your parliamentary authority in matters which aren't otherwise provided for in your bylaws and special rules of order.  In any case, if you conduct all of your business by email, why make an exception to (purportedly) adopt "minutes" of meetings at which no actual business is conducted?  In fact, why do you have these non-meetings, in which apparently you wouldn't conduct business even if you had a quorum, particularly given that, based on your description and the numbers you've given, you need people who weren't present for the "meeting" to vote by email (you need 45 votes and you only have 30 in attendance)?

[grayduck]

We conduct discussions on our Forum, which is generally quite active. We just use the meeting for discussion, reports, and minutes approval, which, like I said, has no specification for a quorum other than those present. So basically it is, like you said, a non-meeting.

But again, we're redoing things and I'd like to see Dr Stackpokes model.

[Gödel Fan]

Well, now you're saying 2 different things.  Either the bylaws specify something like "a quorum is those present" in which case you always have a quorum, or they say nothing at all about quorum, in which case a quorum is a majority of the entire membership and you never have one.  But, like I said - why have minutes for a non-existent meeting at which you don't conduct business (except purporting to approve said minutes)?

[grayduck]

It only says a quorum of 10% for online voting of motions. We/they do majority vote at these non-meetings that don't have even 10%. I understand now that you are very correct about that. Again, we're a mess. I'm trying to fix it

But thanks for your response about the minutes. I'll have them approve the changes like they normally approve minutes. And let the motions stand.

[Gödel Fan]

Well, I hesitate to wade in any further, but I can't agree with those last 3 sentences.  Setting everything else aside, if I thought the minutes had been approved, I would say you can't approve the changes like you normally approve minutes - you would change the minutes by a motion to amend something previously adopted, which, as mentioned above, requires either notice or a higher vote threshold.  You can, of course, decide what to do with that information.

[jstackpo]

I don't have one handy, but perhaps Dr. Stackpole will provide them.

 

Happy to do so.

 

Click here and here to D/L two "how-to" essays.

 

(Dropbox is a very neat sharing system.)

 

If you, toxrednil, do have a go at implementing them, I would be very interested in hearing how things work out (but dodn't post such information here - use the internal private e-mail system to get started).