Comments in Minutes

[Jen Morningstar]

We have a director who was concerned his colleagues chose to deal with a privileged legal matter in a public session when he thought it should be dealt with in executive session. He insists his comments be included in the meeting minutes.

Is there ever a case, other than President and Chief Staff Officer's reports, where comments would be included in minutes?

Edited October 30, 2018 at 09:03 PM by Jen Morningstar
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[Atul Kapur]

According to RONR, the assembly (in this case, it sounds like a Board) can decide by majority vote to include his comments in the minutes. No individual has the right to insist that their comments be included.

I know that laws in some jurisdictions require a director's negative vote on an issue to be included in the minutes, but that would be up to you and a lawyer to see it that applies to your situation.

[Richard Brown]

Agreeing with the comments by Dr. Kapur, I would add that a request to include someone's statement in the minutes is usually handled by unanimous consent without objection. However, if someone does subject, then the assembly decides whether to include the comment by a majority vote.

I would also point out that some jurisdictions, such as Louisiana, have a state law to the effect that a director may receive some protection from liability for actions of the corporation if his negative vote is recorded in the minutes. It has been my experience that that is one of the reasons for directors sometimes asking that their statement and/ or their negative vote be recorded in the minutes. They might also want it done so that their constituency knows how they voted.

[Josh Martin]

1 hour ago, Jen Morningstar said:

Is there ever a case, other than President and Chief Staff Officer's reports, where comments would be included in minutes?

I would first note that, so far as RONR is concerned, even the President and Chief Staff Officer’s comments are not included in the minutes.

The only circumstance I can think of in which comments are recorded is in the case of repeated or egregious indecorous comments. If it reaches the point where the member is “named,” the chair directs the Secretary to record the indecorous words used by the member. This is followed by the assembly deciding what disciplinary action to take against the member.

I also concur with my colleagues that the assembly may order comments to be recorded in the minutes in a particular case, although I generally recommend against this, unless of course there is some valid reason in the organization’s rules or applicable law to do so.

Edited October 30, 2018 at 10:31 PM by Josh Martin

[jstackpo]

1 hour ago, Josh Martin said:

I also concur with my colleagues that the assembly may order comments to be recorded in the minutes in a particular case,

And if you do, be SURE to get those comments written out, by the author of the comments.

Otherwise you will get endless "That's not what I said", "Oh, yes it is" arguments when the minutes come up for approval next meeting.