Minutes reflect what is done at a meeting

[Prdmry]

Following the guideline that only actions are minuted, should we minute actions decided upon without a motion?  

 

For instance: we direct manager to investigate an issue and report back to board.

 

Thank you in advance.  

[Joshua Katz]

You should be adopting a motion to make that direction. Otherwise, how is the board making such a direction?

[Atul Kapur]

1 hour ago, Prdmry said:

For instance: we direct manager to investigate an issue and report back to board.

It sounds like you did this by "general consent". In other words, someone raised the issue, someone else suggested that you direct the manager to investigate and report back, everyone agreed that was a good idea, and it was done by general consent (aka "unanimous consent").

Yes, this gets minuted. If everyone is clear on exactly what has been decided, this can work.

The advantages of doing it a little more formally are that

1) the members know exactly what has been decided (avoiding the "that's not what I thought we agreed to do" discussions at the next meeting), and

2) the manager knows exactly what has been asked of them.

[Dan Honemann]

1 minute ago, Atul Kapur said:

2) the manager knows exactly what has been asked of them.

Them?  🙂

[Atul Kapur]

Hyper-modern English. Apparently now preferred over "him/her".

But not preferred by Unanimous Consent 😉

[Richard Brown]

1 hour ago, Daniel H. Honemann said:

Them?  🙂

I chuckled when I read that statement by Atul! 

Edited February 2, 2019 at 06:28 PM by Richard Brown
Cell phone typo

[Newbie]

2 hours ago, Atul Kapur said:

It sounds like you did this by "general consent". In other words, someone raised the issue, someone else suggested that you direct the manager to investigate and report back, everyone agreed that was a good idea, and it was done by general consent (aka "unanimous consent").

Yes, this gets minuted. If everyone is clear on exactly what has been decided, this can work.

The advantages of doing it a little more formally are that

1) the members know exactly what has been decided (avoiding the "that's not what I thought we agreed to do" discussions at the next meeting), and

2) the manager knows exactly what has been asked of them.

We had a similar situation just a couple of days ago. A relatively new owner and I were discussing various things and he mentioned that he had a leak over his front door. Our buildings have a small porch covering the front door area. There was a brownish leak coming from the soffit panels that make up the ceiling of the porch and it was dripping along the ceiling and down various points on the vinyl siding and storm door.

After asking what he'd done so far, I suggested that he email our Property Manager and copy our BOD email address (which only goes to Prez & Treasurer). So he did that, and then our Prez sent an email to the Property Manager asking that she send someone out from the Management Firm to check out this leak.

Are you guys suggesting that this all needs to be motioned, seconded, approved, and put into our minutes? Our next meeting isn't for about 3 weeks. We'd like to have the leak checked out well before our next scheduled meeting. Nobody else agreed that this was a good idea, (and no one objected) but if we did, it likely would have been done by email, apparently a no-no per RONR. (Our Bylaws don't specify we can email vote.)

Can you explain more about "general consent" and how it might work in our case? Or, if it doesn't.

Thanx.

[Guest Zev]

The Property Manager takes action as soon as it is needed and at the next meeting issues a report of what transpired since the last meeting. The minutes will reflect what the report indicated. However, usually reports are just filled away and not transcribed into the minutes. The HOA (I assume that this is the case) can then react in whatever way the assembly thinks is appropriate by way of a motion. "General consent" means that there is no opposition to a particular proposal.

[Joshua Katz]

1 hour ago, Newbie said:

Are you guys suggesting that this all needs to be motioned, seconded, approved, and put into our minutes? Our next meeting isn't for about 3 weeks. We'd like to have the leak checked out well before our next scheduled meeting. Nobody else agreed that this was a good idea, (and no one objected) but if we did, it likely would have been done by email, apparently a no-no per RONR. (Our Bylaws don't specify we can email vote.)

 

No, I'm suggesting that decisions are only made at meetings by way of motions, and even if the word "move" isn't said, Dr. Kapur is saying that a decision made by the body is nonetheless a motion and thus appears in the minutes. If, by contrast, board action is not taken, then no motion or appearance in the minutes is needed. In general, you have standing rules to allow employees to do their jobs; they don't need to be directed to do things, and not all things done require board direction.

Boards are for governance, not management. Board chairs often have executive responsibilities, per the bylaws, outside of their role in chairing the meetings. Management here is carried out by your property manager, and it appears the chair has some measure of oversight. It would be a poor governance structure that required board action to check into every plumbing issue.

Similarly, it does not require board action for a Citigroup branch manager to assign hours to employees; the governance structure permits managers to manage.

But if the board of Citi, for some reason, decided to direct the branch manager about hours (legal issues aside), it would have to make that decision at a meeting, via a motion, and it would appear in the minutes.

[Gary Novosielski]

On 2/2/2019 at 9:50 AM, Prdmry said:

Following the guideline that only actions are minuted, should we minute actions decided upon without a motion?  

 

For instance: we direct manager to investigate an issue and report back to board.

 

Thank you in advance.  

If the rules in RONR apply, actions don't get "decided upon" except by a motion to do something.  Therefore, all actions get recorded in the minutes because all motions get recorded.

In addition, actions that are never taken (because the motion was rejected) also get recorded.

Edited to add:

To clarify, this means actions taken by the body that is actually meeting (in this case, the board).  Administrative actions taken by employees or other authorized personnel in the normal course of their duties, rather than specifically ordered by the board, would not appear in board minutes.

 

Edited February 4, 2019 at 12:34 AM by Gary Novosielski
clarification

[Josh Martin]

On 2/2/2019 at 1:58 PM, Newbie said:

Are you guys suggesting that this all needs to be motioned, seconded, approved, and put into our minutes? Our next meeting isn't for about 3 weeks. We'd like to have the leak checked out well before our next scheduled meeting. Nobody else agreed that this was a good idea, (and no one objected) but if we did, it likely would have been done by email, apparently a no-no per RONR. (Our Bylaws don't specify we can email vote.)

 Can you explain more about "general consent" and how it might work in our case? Or, if it doesn't.

“In cases where there seems to be no opposition in routine business or on questions of little importance, time can often be saved by the procedure of unanimous consent, or as it was formerly also called, general consent. Action in this manner is in accord with the principle that rules are designed for the protection of the minority and generally need not be strictly enforced when there is no minority to protect. Under these conditions, the method of unanimous consent can be used either to adopt a motion without the steps of stating the question and putting the motion to a formal vote, or it can be used to take action without even the formality of a motion. To obtain unanimous consent in either case, the chair states that "If there is no objection ... [or, "Without objection ..."]," the action that he mentions will be taken; or he may ask, "Is there any objection to ... ?" He then pauses, and if no member calls out, "I object," the chair announces that, "Since there is no objection ...," the action is decided upon.” (RONR, 11th ed., pg. 54)

Such actions should still be recorded in the minutes, so that there is a record of what the board decided. Therefore, in the original question, which involved a decision made by the board at a meeting, the action should be recorded in the minutes.

An organization’s rules frequently authorize officers and staff members to take some actions outside of a meeting without seeking the board’s approval. Such actions are not decisions of the board, and are not recorded in the minutes.

[Richard Brown]

1 hour ago, Josh Martin said:

An organization’s rules frequently authorize officers and staff members to take some actions outside of a meeting without seeking the board’s approval. Such actions are not decisions of the board, and are not recorded in the minutes.

I think that is the key to the confusion here. Apparently, this organization has certain management officials who have the authority to take certain actions on their own and to direct other employees. Any such action is administrative in nature and has nothing to do with parliamentary procedure and is not action taken at a meeting of a deliberative assembly. It is simply a manager or supervisory official directing that certain action be taken. If it is within the scope of his authority, fine. If it exceeds the scope of his authority, he can be subjected to appropriate discipline.