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Minutes - Statement from One Side of Debate


Adrien LaBombarde
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  1. Under RONR, is it proper for the minutes of a Board meeting for an HOA to include an allegation from one side of a controversy that emerged during a debate of a contentious motion, without inclusion of the other side's contention countering that statement and without any further context?
  2. If improper to include such an allegation, what is the recommended way to correct the minutes? - to eliminate that allegation raised within that portion of the debate? or to balance it out with the other counter-statement's contention?  or to give greater detail of the full debate?

Context is HOA with bylaws that rely on RONR 11th ed. (although those who remember me from a previous question will know that for the time being, we have to interpret the rest of our bylaws in a common sense way until we can re-insert a missing "not" into our parliamentary authority bylaw).  Our bylaws contain no specific provision pertaining to minutes, other than that our secretary has the authority to prepare the minutes, so presumably they are to be prepared in accordance with RONR 11th ed.

In our February meeting of the Board, a major motion was brought to the floor to remove a Board member, that action being brought under a bylaw requiring 2/3 vote of Board directors present and voting.  Debate was rather ragged, in one instance featuring a claim by the defending Board member speaking in his defense.  The Board member who had made the motion interrupted without properly gaining the floor, alleging that he had "first-hand" knowledge the defending Board member's contention was false.

Draft minutes prepared by the HOA's managing agent contain 3 bulleted items about that portion of the Board meeting -

  • First, a very embellished version of the motion is given, adding significantly more detail than was actually stated in the motion itself.  When the vote was actually taken on the motion, the presiding officer did not re-state the motion; and the version of the motion given in the minutes includes content that was not even discussed during the debate.  (But that's not my question here; for purposes of this question, presume that the motion as it stood at the time of the vote is being presented in the minutes accurately.)
  • Second, the minutes state that debate was held, a vote was taken, and the motion failed.  (The actual vote count is not recorded in the minutes.  Similarly, that is not the issue in this particular question.)
  • Finally, in a third bullet after stating the result (i.e., almost as if implying a comment after the debate), the minutes state that [name of officer] stated that [allegation], providing the allegation that was stated by the interrupting Board member (i.e., on the failing side of the vote), without stating the original contention counter to that allegation (i.e., on the winning side of the vote) and without any further context.

This highly selective choice of one piece of a much larger, very contentious debate strikes me as the sort of subjective content discouraged from being in minutes that are prepared within the rules of order prescribed by RONR.  Comments or suggestions?

 

 

 

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1.  No, it is not appropriate to include any debate in the minutes (the person who wanted to know why might want to read the OP on this thread).

2.  If the minutes have been approved, it would be appropriate to amend them using the motion to amend something previously adopted, by striking out any debate that has been included (that's not the language of the motion, of course, just a description).  It will require a majority with notice, 2/3 without, or a majority of the entire membership, any one of which will suffice.  If they have not been approved, they can be amended while pending, which will take a majority vote.

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18 hours ago, Joshua Katz said:

1.  No, it is not appropriate to include any debate in the minutes (the person who wanted to know why might want to read the OP on this thread).

2.  If the minutes have been approved, it would be appropriate to amend them using the motion to amend something previously adopted, by striking out any debate that has been included (that's not the language of the motion, of course, just a description).  It will require a majority with notice, 2/3 without, or a majority of the entire membership, any one of which will suffice.  If they have not been approved, they can be amended while pending, which will take a majority vote.

I respectfully disagree with Mr. Katz. I belong to a dying industry - print journalism. We have very clear guidelines for what constitutes libel. I see no good reason for not keeping detailed records of proceedings, especially if they're complex, so long as what one reports is true. In a perfect world, fiduciaries don't make mistakes and their motives shouldn't be questioned. But we don't live in a perfect world, and there are times when it is important to know who did what and when and, to the extent possible, why.

If you sanitize minutes, then you have no way to look back and investigate mistakes. You have no way to ascribe blame for mistakes. I realize that RONR takes a minimalist approach to record-keeping. I think it is wrong. Again, the caveat is: don't slander or libel.

Harper

 

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The 1st question in the original post begins with the words "Under RONR..." and Mr. Katz absolutely responded with what RONR says about minutes. As such, I don't see how one can disagree with what he wrote.

If one wants to go above and beyond what RONR requires for minutes content, and can get one's society to agree, then that society's bylaws could call for a complete transcript of every spoken word of each meeting to be recorded for posterity, if that's what the society wants.

 

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I have no idea whatsoever what the guidelines of print journalism have to do with the question of what RONR says should be in minutes, which is presumably what people want to know when they come to a RONR forum and ask about minutes.  

I also have no idea what the guidelines of print journalism have to do with the question of what RONR should say about minutes.  One of the challenges here, of course, is "...so long as what one reports is true."  Some questions about meetings are objective.  In other matters, though, truth is the recollection of a majority - some of whom may not have been present at the last meeting, and some of the attendees of that meeting might not be present at the next meeting.  

The rule from RONR that the minutes are a record of what was done, not what was said, are not a reflection of some belief that fiduciaries don't make mistakes or have poor motives.  They are a reflection of the fact that the body acts as one after debate, and it is not our job to make it easier to apportion blame for a joint decision.  They are also a reflection of the practical reality that people trying to figure out when the budget was authorized shouldn't have to wade through reams of comments by Mr. Smith, or questions from Mr. Taylor about how often the newsletter comes out.

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Guest Harper, not only RONR, but every parliamentary authority that I am familiar with says that the minutes should be a record of what was done, not what was said. I think you don't understand the purpose of minutes. 

Any society is free, however, to adopt its own rules as to what its minutes should include.

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Thank you, all.

Yes, my question was specifically directed at RONR, with only the backdrop of the silence of our bylaws on the matter, since I do know we could draft a bylaw that could call for more detail in the minutes. 

If and when we encounter any effort to draft such a bylaw, I will be strongly opposed, since I thing the RONR approach fair and best.  As for having an entire transcript of the debate, eh . . . no, not a reasonable solution; besides, our state law does allow any attendee to record the proceedings of an open meeting, and sets no restrictions against distribution of such a recording, so the information could be obtained outside the minutes.  Again, the only question here was about what the minutes should contain.  Our bylaws point to RONR, without further elaboration vis a vis the minutes; so I wanted to be certain what RONR says, not any other standard for any other profession.

I will point out that - as has been noted in the thread here - my question was raised on this RONR forum, so I accordingly was consciously restricting my focus to RONR.  As is frequently the case, legal standards can come into play, and on those points this forum properly notes such areas, but leaves the discussion there to other authorities and other forums.  But for the record, our state law on open meetings contains provisions about minutes of meetings that are completely consistent with RONR on the points in question here.

And I would not characterize RONR and our state law as "minimalist" in that regard, but rather as "fair" and "balanced."  The time for debate is when the motion is on the floor for debate, not for rehashing in biased minutes in an unbalanced, unfair manner after the fact.

But one last point: I come from 40+ years of experience in a profession where we don't pose questions in a forum such as this unless we are uncertain of the answer.  I was rather familiar with RONR (unlike it appears our managing agent is) regarding the rules for minutes.  My question here arose from wondering if, in its requirement of what should be in the minutes, is it proper to read that as being what should only be in the minutes.  As I read the responses here from seasoned parliamentarians, absent any modification by our bylaws, RONR requires that the contents of minutes for a motion such as I have here described should be restricted to solely a statement of the actual motion and a statement of actions taken, period.

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10 minutes ago, Adrien LaBombarde said:

But one last point: I come from 40+ years of experience in a profession where we don't pose questions in a forum such as this unless we are uncertain of the answer.  I was rather familiar with RONR (unlike it appears our managing agent is) regarding the rules for minutes.  My question here arose from wondering if, in its requirement of what should be in the minutes, is it proper to read that as being what should only be in the minutes.  As I read the responses here from seasoned parliamentarians, absent any modification by our bylaws, RONR requires that the contents of minutes for a motion such as I have here described should be restricted to solely a statement of the actual motion and a statement of actions taken, period.

Many of us here are in a profession which values not asking questions unless you already know the answer, but point taken.  Yes, the RONR description of what should be in the minutes is not intended as "include at least this" but rather, at least if RONR is all that applies, "include this, nothing less and nothing more."  Of course, the assembly is free to direct the Secretary to include more, and can do whatever it wants with amendments, but the intent is that what is described is all that should be in there.  I like your description of the pitfalls of including debate - indeed, I think a part of this is to discourage relitigating the issue when approving the minutes.

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2 minutes ago, Joshua Katz said:

Yes, the RONR description of what should be in the minutes is not intended as "include at least this" but rather, at least if RONR is all that applies, "include this, nothing less and nothing more."  Of course, the assembly is free to direct the Secretary to include more, and can do whatever it wants with amendments, but the intent is that what is described is all that should be in there.

Again, thank you.  This was the distinction I sought.

I feel it to be implicit in everything else RONR has to say about the minutes, but was wishing I could have seen it more explicitly stated that way in the specific rule for what the minutes should say of a motion.  But again, thanks to all for the good advice here.

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As RONR states, only what was decided needs to go into the Minutes.  However, I am aware of some organizations that will put in a statement regarding why something was done.  For example, 'On a motion by Joe Smith, the Board decided to replace the roof of the clubhouse.  The roof was last replaced 15 years ago, and water had begun to leak through the roof during heavy rain."  Required, no.  But up to the organization to decide.

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7 hours ago, Joshua Katz said:

I have no idea whatsoever what the guidelines of print journalism have to do with the question of what RONR says should be in minutes, which is presumably what people want to know when they come to a RONR forum and ask about minutes.  

I also have no idea what the guidelines of print journalism have to do with the question of what RONR should say about minutes.  One of the challenges here, of course, is "...so long as what one reports is true."  Some questions about meetings are objective.  In other matters, though, truth is the recollection of a majority - some of whom may not have been present at the last meeting, and some of the attendees of that meeting might not be present at the next meeting.  

The rule from RONR that the minutes are a record of what was done, not what was said, are not a reflection of some belief that fiduciaries don't make mistakes or have poor motives.  They are a reflection of the fact that the body acts as one after debate, and it is not our job to make it easier to apportion blame for a joint decision.  They are also a reflection of the practical reality that people trying to figure out when the budget was authorized shouldn't have to wade through reams of comments by Mr. Smith, or questions from Mr. Taylor about how often the newsletter comes out.

I come to your forum to learn not to argue. But you didn't make a compelling case, with due respect, about why context and detail should not be included in minutes. Using your own rules for rescinding a motion, how can one know if the premise of a motion is false, even legal, if minutes are limited to what was done and not what was said? My organization is currently in the throes of a crisis that could lead to its decertification. Fortunately, some of our secretaries have kept detailed records (who said what and when) and we have a chance to fix the mistakes. But without context and detail, we couldn't fix them. I am not averse to defending my assertion that minutes should be more than just 'what was done', but I believe that Mr. Brown, an attorney in his day job if I recall, left an 'out' for all parties.

Respectully,

Harper

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30 minutes ago, Guest Guest Harper said:

Using your own rules for rescinding a motion, how can one know if the premise of a motion is false, even legal, if minutes are limited to what was done and not what was said?

What do you mean by premise?  As far as legality, I don't see how adding what people said in debate will help you to determine if the action proposed is legal.  Certainly it will help you know that Mr. Smith said it wasn't legal, and Mr. Taylor said it was, but I don't see how that gets you any closer to answering the question.  

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1 hour ago, Joshua Katz said:

What do you mean by premise?  As far as legality, I don't see how adding what people said in debate will help you to determine if the action proposed is legal.  Certainly it will help you know that Mr. Smith said it wasn't legal, and Mr. Taylor said it was, but I don't see how that gets you any closer to answering the question.  

I move to spend $1 million of organizational funds. But we don't have $1 million of organizational funds, said someone from the floor, because we owe debts to A, B & C and because our BOD failed record contingent liabilities for D, E & F. Motion approved. It turns out we don't have $1 million and the person who raised the objection is correct. If you don't see the legal implications for having more detail rather than less in the record, then you probably have never been in court. As I said when I made my comment, we don't live in a perfect world. Everybody isn't truthful. Everybody isn't informed. I side with more detail and more context. Cheers.

Harper

 

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