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Correcting minutes from prior meeting - who votes and what is a majority?


Guest Steve Smith
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Got an interesting issue. We took a vote at a recent meeting to correct minutes from a prior meeting. At the Current Meeting, we had a quorum of 6 board members present (we have 7 total). But out of the 6 present at the Current Meeting, only 4 of were at the Old Meeting. The other 2 members were not at the Old Meeting, and so they could neither vote yea or nay as to what happened at that meeting. Thus they did not vote on the correction. The vote was 3-1 in favor of changing the minutes of the Old Meeting. 3 votes would clearly be a majority of the directors qualified to vote on the issue, but is not a majority of the total directors present at the Current Meeting.

Our by laws state only that: "The acts approved by a majority of those present at a meeting at which a quorum is present shall constitute the acts of the Board."

So did the vote pass? And why did it pass? Because the 2 members "abstained?" Or is "abstain" the right word? They certainly did not attempt to vote - they could not attest to what happened at a meeting they didn't attend! Or, is it more appropriate to simply say that we took a vote of the members present at the Current Meeting who also attended the Old Meeting, and of those members, the vote passed by a 3-1 majority?

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There are several issues here.   First, the two memebers who did not vote could have voted regardless of whether they attended the previous meeting.  There is no requirement that they must have attended the meeting in order to vote on the minutes.

Second, the board should not vote on approving the minutes.  Once the corrections have been made, if any, and there are no more corrections, the chairman simply declares the minutes approved.  No vote is necessary.

Third, using the usual voting rules in RONR where a majority vote is needed in order to do something, only a majority of those members present and voting is needed.  Abstentions don't count one way or the other.  However, you have a specialized rule.  Although an argument can be made that the rule is meant to apply to the adoption of substantive motions, it can also be argued that it applies to all action of the board.   So, in my opinion, that turns the issue into a matter of bylaws interpretation, which is something we don't do on this forum.  There was not a majority of the members present voting yes on the motion. It will be up to your organization to determine whether a regular majority vote is sufficient for something such as making corrections to minutes.

If you are going to interpret your bylaws as requiring a majority of the members present in order to adopt a correction to the minutes, then the motion to correct the minutes did not pass.

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The Old Meeting minutes had already been approved at a prior meeting. It was only discovered later that there was a significant omission from those minutes.

This was a contested issue. Not everyone agreed on the correction. So a motion was made at the Current Meeting to make the correction to the minutes of the Old Meeting.

How could a member who wasn't at the Old Meeting possibly cast a vote upon what was decided at that meeting? Minutes are a record of what actually occurred - not what you'd like. So it seems completely nonsensical to permit a person who wasn't there to cast a vote on what happened  and indeed, neither of those members voted at the Current Meeting.

So with respect, the guidance above doesn't make much sense  please explain  

 

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23 minutes ago, Guest Steve Smith said:

The Old Meeting minutes had already been approved at a prior meeting. It was only discovered later that there was a significant omission from those minutes.

This was a contested issue. Not everyone agreed on the correction. So a motion was made at the Current Meeting to make the correction to the minutes of the Old Meeting.

How could a member who wasn't at the Old Meeting possibly cast a vote upon what was decided at that meeting? Minutes are a record of what actually occurred - not what you'd like. So it seems completely nonsensical to permit a person who wasn't there to cast a vote on what happened  and indeed, neither of those members voted at the Current Meeting.

So with respect, the guidance above doesn't make much sense  please explain  

 

Suppose you were absent at the last meeting, but at today's meeting when those minutes are up for approval, you notice that you were listed as the mover of one of the motions.  Does the fact that you were absent mean that your opinion on whether you made a motion cannot be trusted?

Suppose that the minutes of the last meeting stated that it was held on Monday the 12th, when Monday was, in fact, the 11th.  Even someone who was absent, but knew the date that he was absent, could presumably offer a correction.

In any case, RONR is quite explicit that the fact a member was absent does not prevent him from participating fully in the approval process.

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Guest Who's Coming to Dinner
1 hour ago, Guest Steve Smith said:

How could a member who wasn't at the Old Meeting possibly cast a vote upon what was decided at that meeting?

The right to vote is fundamental. When a question comes before the assembly, no member may be prevented from voting, no matter how ill-advised it may appear to other members. The only exception I can think of is the vote on a verdict during a formal disciplinary trial.

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2 hours ago, Gary Novosielski said:

Suppose you were absent at the last meeting, but at today's meeting when those minutes are up for approval, you notice that you were listed as the mover of one of the motions.  Does the fact that you were absent mean that your opinion on whether you made a motion cannot be trusted?

Suppose that the minutes of the last meeting stated that it was held on Monday the 12th, when Monday was, in fact, the 11th.  Even someone who was absent, but knew the date that he was absent, could presumably offer a correction.

In any case, RONR is quite explicit that the fact a member was absent does not prevent him from participating fully in the approval process.

Those would both be scrivener's errors that anyone, including someone not at the meeting, would know were errors.

That is a far cry from casting a vote on whether something was said or decided at a meeting you didn't attend. You have no knowledge because you weren't there, so casting a vote would be absurd.

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So if I were to subscribe to the advice being advanced in this thread, let's follow this to the logical conclusion using a hypothetical:

7 board members. 4 attend a meeting and make a decision.

There is later disagreement about whether that decision was properly recorded in the minutes.

At the next meeting all seven members are present. A motion is made to correct the minutes from the last meeting. But if it takes a true majority (4 votes), and we already know the 4 people who were at the last meeting don't agree, so it will be impossible to obtain a majority to correct the minutes unless one or more of the 3 members who weren't even at the last meeting (and therefore have zero basis to attest to what happened) vote to create a majority.

Allowing someone to cast a vote to decide what was said at a meeting they did not attend would be an absurdity - the very opposite of logical order that is the purpose of Robert's Rules. I am frankly surprised that the Rules don't address this issue.

The more reasoned approach would be that when a motion is made to correct minutes from a prior meeting, a vote is taken among the members who attended that meeting and the majority threshold is adjusted accordingly.

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16 minutes ago, Guest Steve Smith said:

Those would both be scrivener's errors that anyone, including someone not at the meeting, would know were errors.

That is a far cry from casting a vote on whether something was said or decided at a meeting you didn't attend. You have no knowledge because you weren't there, so casting a vote would be absurd.

We are telling you what the rule in RONR is (and in most, if not all other well known parliamentary authorities). If the members of your organization don't like it, they can adopt a special rule of order that provides otherwise.

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9 hours ago, Richard Brown said:

We are telling you what the rule in RONR is (and in most, if not all other well known parliamentary authorities). If the members of your organization don't like it, they can adopt a special rule of order that provides otherwise.

Ok. I guess that's all that can be done because I agree that I can't find a standard rule that addresses this issue. Seems like a pretty glaring omission from the rules. It should be a standard rule of order that when it comes to correcting minutes from a prior meeting, if you didn't witness the meeting, you are disqualified from voting on what occurred at the meeting, and the majority threshold is adjusted accordingly. If a witness attempted to testify in a court of law as to what happened at a meeting he didn't attend, his testimony would be deemed inadmissible. The same reasoning should apply to meeting minutes.

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1 hour ago, Daniel H. Honemann said:

Mr. Smith, you have told us that your bylaws provide that "The acts approved by a majority of those present at a meeting at which a quorum is present shall constitute the acts of the Board."

Nothing in RONR will change the fact that 3 is not more than half of 6.

I understand that's what the by-laws say. Which is why I asked the question. The question was whether abstention or recusal of people voting on a particular issue would change the majority threshold under Robert's Rules (which our by-laws follow). 

In other words, if a member is at a meeting but can't vote (let's say due to recusal), then is that member even "present" for the vote in determining the majority threshold?

Our by-laws aren't clear on that. Neither are Robert's Rules (unless someone can show me differently). Which I suppose means we would have to adopt a special rule of order to clarify.

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16 minutes ago, Guest Steve Smith said:

I understand that's what the by-laws say. Which is why I asked the question. The question was whether abstention or recusal of people voting on a particular issue would change the majority threshold under Robert's Rules (which our by-laws follow). 

No, your bylaws do not follow Robert's Rules in this regard. The rule in RONR is that abstentions are not counted. Your bylaws, in effect, count abstentions as "no" votes.

 

20 minutes ago, Guest Steve Smith said:

In other words, if a member is at a meeting but can't vote (let's say due to recusal), then is that member even "present" for the vote in determining the majority threshold?

As far as the rules in RONR are concerned, no member can be individually deprived of his right to vote except through disciplinary proceedings. (RONR, 11th ed., p. 3, ll. 1-9)

 

28 minutes ago, Guest Steve Smith said:

Our by-laws aren't clear on that. Neither are Robert's Rules (unless someone can show me differently). Which I suppose means we would have to adopt a special rule of order to clarify.

I think you will need a bylaw amendment to deprive individual members of their right to vote under specified circumstances.

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Guest Who's Coming to Dinner
4 hours ago, Guest Steve Smith said:

It should be a standard rule of order that when it comes to correcting minutes from a prior meeting, if you didn't witness the meeting, you are disqualified from voting on what occurred at the meeting, and the majority threshold is adjusted accordingly.

One wonders how far this principle might extend. For example, should members who cannot prove they read a report be allowed to vote on its implementation? Should members who missed the debate on a motion be prohibited from voting on its adoption? These exclusions might make sense in the autocratic world of commerce, but they run counter to principles of democracy and majority rule.

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On 9/21/2017 at 10:21 PM, Guest Steve Smith said:

Allowing someone to cast a vote to decide what was said at a meeting they did not attend would be an absurdity - the very opposite of logical order that is the purpose of Robert's Rules. I am frankly surprised that the Rules don't address this issue.

They do.  Minutes are to contain what was DONE, not what was said.  If the issue is the wording of the motion then the motion is however the Chair stated this.  If I were absent from a meeting but the Chair said, "I said ..." I would vote on his/her wording.

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On 9/22/2017 at 10:32 AM, Guest Steve Smith said:

The question was whether abstention or recusal of people voting on a particular issue would change the majority threshold under Robert's Rules (which our by-laws follow). 

 

 

No.  It is a majorty (or 2/3) vote of yeses and noes.  Abstentions, Presents, Recusals, Blank Ballots, etc. do not count in the vote total.

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On 9/22/2017 at 0:21 AM, Guest Steve Smith said:

So if I were to subscribe to the advice being advanced in this thread, let's follow this to the logical conclusion using a hypothetical:

7 board members. 4 attend a meeting and make a decision.

There is later disagreement about whether that decision was properly recorded in the minutes.

At the next meeting all seven members are present. A motion is made to correct the minutes from the last meeting. But if it takes a true majority (4 votes), and we already know the 4 people who were at the last meeting don't agree, so it will be impossible to obtain a majority to correct the minutes unless one or more of the 3 members who weren't even at the last meeting (and therefore have zero basis to attest to what happened) vote to create a majority.

Allowing someone to cast a vote to decide what was said at a meeting they did not attend would be an absurdity - the very opposite of logical order that is the purpose of Robert's Rules. I am frankly surprised that the Rules don't address this issue.

The more reasoned approach would be that when a motion is made to correct minutes from a prior meeting, a vote is taken among the members who attended that meeting and the majority threshold is adjusted accordingly.

Corrections are adopted or not by the same rules as a motion to Amend. The vote is not a majority of all those present, but rather a majority of those present and voting. If members who were not present feel they should not vote, as is often the case, then they may abstain without affecting the outcome.  The four who were present can then decide.  A tie vote defeats the adoption of the correction.

Once no more corrections are offered, the minutes stand approved.

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On 9/22/2017 at 8:49 AM, Guest Steve Smith said:

If a witness attempted to testify in a court of law as to what happened at a meeting he didn't attend, his testimony would be deemed inadmissible.

No one is testifying here.  Casting a vote isn't testimony, it's a decision.  We often make decisions on the basis of evidence presented to us.  Forbidding members from voting on matters related to the minutes due to absence strikes me as more similar, if anything, to saying "bah, why should the jury get to decide?  The witnesses were there, and they weren't."  Not a perfect analogy, of course, but I think more reasonable than attempting to treat such a vote as being similar to giving testimony.  

When the question comes up, each side will present arguments and evidence as to what happened.  Those voting will have to decide which evidence is more trustworthy, or else abstain.  

For an extreme example, suppose 50 years have gone by, and none of the membership overlaps.  (In many organizations, the same is true in 5 years.)  Yet clear extrinsic evidence shows a mistake in the minutes.  Should it be impossible to correct them?  

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On 9/22/2017 at 1:06 PM, Daniel H. Honemann said:

No, your bylaws do not follow Robert's Rules in this regard. The rule in RONR is that abstentions are not counted. Your bylaws, in effect, count abstentions as "no" votes.

As far as the rules in RONR are concerned, no member can be individually deprived of his right to vote except through disciplinary proceedings. (RONR, 11th ed., p. 3, ll. 1-9)

I think you will need a bylaw amendment to deprive individual members of their right to vote under specified circumstances.

To add a bit for clarity, you bylaws do not follow RONR, because they do not have to.  Your bylaws supersede RONR (p. 14, ll. 17-25).  When there is a conflict between RONR and your bylaws, you go with your bylaws.

Unless there is something in your bylaws that says that members may not vote on minutes of meetings at which they were absent, they may vote.  There is no requirement that the members actually know what the are doing when they cast a vote. 

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