John A Posted November 21, 2019 at 04:03 AM Report Share Posted November 21, 2019 at 04:03 AM The nominating committee in my association carries out their activity in executive session (entirely appropriate). However, there have been some questions about the extent of the minutes that should be kept by the nominating committee. Right now, the minutes are pretty much that they met in executive session and produced a list of nominees. Members that submit candidates to the nominating committee, as allowed in our governance, would like to see that their candidate was considered and have that reflected in the minutes, but the minutes currently just reflect the final list of nominees. My understanding is that the minutes of executive session should be a record of the actions taken in executive session and not the discussion. Would it be reasonable to assume that considering person X, and not choosing them for the nominating committee list be an action? Another way to consider the nominating committee process is that they consider n people and ask "who is the best" and then the action is just a report of that decision. However, should the n people that were considered by part of the minutes? Quote Link to comment Share on other sites More sharing options...
Rob Elsman Posted November 21, 2019 at 04:06 AM Report Share Posted November 21, 2019 at 04:06 AM Generally, committees do not keep minutes, though the chairman or other member can keep working notes. Quote Link to comment Share on other sites More sharing options...
John A Posted November 21, 2019 at 04:10 AM Author Report Share Posted November 21, 2019 at 04:10 AM We are incorporated in DC, and DC law says "A nonprofit corporation shall keep as permanent records minutes of all meetings of its members, board of directors, and any designated body..." (https://code.dccouncil.us/dc/council/code/titles/29/chapters/4/subchapters/XIII/) and I would assume that the latter would included committees. We have had inquiries from members quoting that particular section to ask for those minutes. Quote Link to comment Share on other sites More sharing options...
Rob Elsman Posted November 21, 2019 at 04:14 AM Report Share Posted November 21, 2019 at 04:14 AM I think you would need to consult with an attorney to know how to fully comply with the cited law. Quote Link to comment Share on other sites More sharing options...
Atul Kapur Posted November 21, 2019 at 04:21 AM Report Share Posted November 21, 2019 at 04:21 AM (edited) 11 minutes ago, John A said: I would assume that the latter would included committees It is dangerous to make assumptions about law. Even worse to act on those assumptions without confirming. Even if the committee has to have minutes, RONR is clear that minutes should contain what is done, not how it is done. So, based on RONR, I wouldn't include all that detail in the minutes. Edited November 21, 2019 at 04:24 AM by Atul Kapur Quote Link to comment Share on other sites More sharing options...
John A Posted November 21, 2019 at 04:23 AM Author Report Share Posted November 21, 2019 at 04:23 AM Thanks Rob and Atul, makes perfect sense. Quote Link to comment Share on other sites More sharing options...
Atul Kapur Posted November 21, 2019 at 04:24 AM Report Share Posted November 21, 2019 at 04:24 AM 20 minutes ago, John A said: Would it be reasonable to assume that considering person X, and not choosing them for the nominating committee list be an action? No. The action is who the committee nominates. Quote Link to comment Share on other sites More sharing options...
Richard Brown Posted November 21, 2019 at 05:15 PM Report Share Posted November 21, 2019 at 05:15 PM I concur with Dr.. Kapur’s comments. Even if minutes should be kept out of committee meetings, all the minutes of the nominating committee need to contain is who the nominees are (along with the date of the meeting, etc.). Quote Link to comment Share on other sites More sharing options...
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