Recording Small Board Discussions

[Tomm]

How do you handle the recording of the minutes in small Boards where the more lenient rules apply.

Typically only actions that were taken and not things that were said are recorded.

Do you record "Discussions" that resulted in decisions even though no motion was made?  

[Rob Elsman]

You are correct in noting that informal discussions sometimes result in decisions without a main motion having been formally made. The decision should be recorded without the previous discussion. Care must be taken that the decision is definitively stated by the chair before the vote is taken, so that the secretary can accurately record it.

[Tomm]

Unfortunately, no vote was ever taken!?!? That's the impetus of my question; typically someone will mention a problem, an unruly discussion takes place where everybody talks over everybody else, and a remedy will finally be agreed upon.

Typically, the secretary tape records all our meetings and when she writes the Minutes she is including all the back and forth of the discussion! Some of us are attempting to get her to shorten her Minutes which sometimes are several pages. Her argument is she wants to be able to record what we did and why we did it so that we have a record of it so that we don't keep revisiting things that have already been decided on in the past!  

If these items are never actually voted on, then should they even be mentioned in the Minutes? 

[Rob Elsman]

The heart of my response is that the apparent decision might be understood a little bit differently by each member, including the secretary. But, no, there is no need for the secretary to shed blood trying to feverishly capture what is said in discussions.

[Richard Brown]

37 minutes ago, Tomm said:

Unfortunately, no vote was ever taken!?!? That's the impetus of my question; typically someone will mention a problem, an unruly discussion takes place where everybody talks over everybody else, and a remedy will finally be agreed upon

This sounds like a poorly handled manner of assuming a motion and adopting it by unanimous consent.  If that's the case, I think a simple statement in the minutes that "A motion to paint the clubhouse red next Saturday, January 11 was adopted".  If the secretary knows who "originated" the idea of painting the clubhouse, then I would add that the motion was made by John Smith. 

42 minutes ago, Tomm said:

Typically, the secretary tape records all our meetings and when she writes the Minutes she is including all the back and forth of the discussion! Some of us are attempting to get her to shorten her Minutes which sometimes are several pages. Her argument is she wants to be able to record what we did and why we did it so that we have a record of it so that we don't keep revisiting things that have already been decided on in the past!

As you probably know, RONR says that the minutes should be a record of what was done, not of what was said.  Discussion does not belong in the minutes per the rules in RONR. However, every society is free to taylor its minutes any way it wants to.  If the membership wants this information included in the minutes, then doing them this way is permissible.  One of the main reasons for not including discussion in the minutes is that doing so frequently leads to squabbling over exactly what various members actually said, turning the approval of the minutes into an ordeal rather than something that should be handled quickly without and amicably.

47 minutes ago, Tomm said:

If these items are never actually voted on, then should they even be mentioned in the Minutes?

Are you referring to the "discussion" or to the fact that the minutes say that a motion was adopted when no such motion was actually explicitly stated and no vote was taken?  The "discussion" should not be in the minutes unless your membership or the members at the meeting at which the minutes are being approved wants the discussion included.  However, the fact that the assembly reached a decision to DO something should be in the minutes regardless of the manner in which the decision was made.

For the future, I suggest that the chair (and the secretary) insist on a bit more formality so that the secretary and everyone else is clear as to what, if anything, is actually being decided.

[Dan Honemann]

14 hours ago, Tomm said:

How do you handle the recording of the minutes in small Boards where the more lenient rules apply.

Typically only actions that were taken and not things that were said are recorded.

Do you record "Discussions" that resulted in decisions even though no motion was made?  

No, you do not record discussion in the minutes, and if no clearly stated proposal has either been voted on or agreed to by unanimous consent, there is nothing to record in the minutes because nothing has been decided.

This is the "more lenient" rule referred to:

"When a proposal is perfectly clear to all present, a vote can be taken without a motion's having been introduced. Unless agreed to by unanimous consent, however, all proposed actions must be approved by vote under the same rules as in larger meetings, except that a vote can be taken initially by a show of hands, which is often a better method in small meetings."  (RONR, 11th ed., p. 488.) 

To obtain agreement to something by unanimous consent, 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 ... ?"  (RONR, 11th ed., p. 54.)  Note that, in order to obtain unanimous consent to anything, the chair must make clear what it is that the assembly is being asked to agree to. 

 

[Guest Porsha]

As a new Secretary, I can appreciate the your Secretary's desire to document discussions.

The board I am involved with, is very tense phase. There have been some interesting meetings. 

I am wondering if it is appropriate to record in the minutes, items such as emotional responses? 

We had Board member respond to another Board member in a "heated(hostile) manner". Would that phrase be acceptable? or something like that? The exact wording was not included.

Also, directions was given to an employee, and the employee responded in a "heated(hostile) manner" to exit the office, as the board was going into an executive discussion. Can that be included in the minutes? 

 

And just one more thing, on motions. I realize not all motions all need Carried/Passed or Failed/Not carried. I feel, however, certain other motions should have names recorded as to how that person voted. Please advise appropriateness.

 

 

 

[Atul Kapur]

"The minutes should never reflect the secretary's opinion, favorable or otherwise, on anything said or done." (RONR 11th ed., p. 468 lines 18 - 20)

Declaring anything to have been done in a heated or hostile manner is an opinion.

15 minutes ago, Guest Porsha said:

I realize not all motions all need Carried/Passed or Failed/Not carried.

All main motions, and motions that bring the main question again before the assembly, should have the disposition of the motion recorded in the minutes.

18 minutes ago, Guest Porsha said:

certain other motions should have names recorded as to how that person voted.

The way to do that is to move to have a roll call vote for those votes where you think the names and how they voted should be recorded (RONR 11th ed., p. 470 lines 31 - 33).

[Guest porsha]

Thank you for your response.

Opinion I do understand, I am trying to reflect more subjective versus objective.

When I say "heated (hostile) manner", this person was responding in a loud voice, using disrespectful words, bordering on yelling.

There were some who wanted their votes recorded. For the others I have sent an email requesting their desire to have their votes recorded or not.

 

[Atul Kapur]

7 minutes ago, Guest porsha said:

Opinion I do understand, I am trying to reflect more subjective versus objective.

When I say "heated (hostile) manner", this person was responding in a loud voice, using disrespectful words, bordering on yelling.

"Loud", "disrespectful", and "bordering on yelling" are all opinion. They are all subjective. None of those have any place in the minutes. Even if everyone agrees that a person was yelling, it has no place in the minutes.

10 minutes ago, Guest porsha said:

There were some who wanted their votes recorded. For the others I have sent an email requesting their desire to have their votes recorded or not.

What they want or desire does not dictate what goes in the minutes. Under RONR, no one has the right to demand that their vote be recorded in the minutes. In other words, it is not up to the individual. The person may make a request to have their vote recorded, which requires unanimous consent or majority vote. They may make a motion to have a roll call vote so that every person's vote is recorded, this requires a majority vote or unanimous consent.

Applicable law that applies to your organization may give an individual the right to have their individual vote recorded, but that's not what RONR says.

[Rob Elsman]

If a Point of Order is raised that a speaker has violated the rules of debate, the chair should instruct the secretary to take down the offending words. These words will not ordinarily appear in the minutes, since the matter is usually dropped after the chair has informally admonished the offender. Only in the case where an action (i.e., ejection from the meeting hall) is carried out as the result of a disciplinary procedure will the offending words appear in the minutes for the sake of clarity and completeness.

[Richard Brown]

14 hours ago, Atul Kapur said:

Under RONR, no one has the right to demand that their vote be recorded in the minutes. In other words, it is not up to the individual. The person may make a request to have their vote recorded, which requires unanimous consent or majority vote. They may make a motion to have a roll call vote so that every person's vote is recorded, this requires a majority vote or unanimous consent.

Applicable law that applies to your organization may give an individual the right to have their individual vote recorded, but that's not what RONR says.

I'm glad  you added the last paragraph, which I have highlighted.  Perhaps I am in a minority here... I really don't know... but I am of the opinion that in most instances when a member, especially a board member, requests that his vote be recorded the minutes, the request should be normally granted as almost as a matter of course.  There  are many reasons for this, but it is due primarily to the many state corporation statutes which make reference to directors having their vote recorded in the minutes in order to obtain civil immunity from certain legal actions to the desire to maintain harmony and good relations among the members.  I think it is usually better to simply agree to the request than to create a stink and hard feelings and animosity over it.   Therefore, when a member, especially a board member, requests that his vote be recorded in the minutes, I believe the best policy is for the chair to say, "If there is no objection, the member's vote will be recorded in the minutes".  Hopefully, nobody objects and that is the end of it.

 

[Rob Elsman]

16 hours ago, Atul Kapur said:

The person may make a request to have their vote recorded, which requires unanimous consent or majority vote.

I disagree with Mr. Kapur's opinion that a request to have an individual member's otherwise unrecorded vote recorded in the minutes requires a majority vote. In light of Principle of Interpretation 4 in RONR (11th ed.), pp. 589, 590, and the items specifically listed in pp. 468-471, I opine that the rules must be suspended by a two-thirds vote.

[Richard Brown]

55 minutes ago, Rob Elsman said:

I disagree with Mr. Kapur's opinion that a request to have an individual member's otherwise unrecorded vote recorded in the minutes requires a majority vote. In light of Principle of Interpretation 4 in RONR (11th ed.), pp. 589, 590, and the items specifically listed in pp. 468-471, I opine that the rules must be suspended by a two-thirds vote.

I disagree and agree with Dr. Kapur that a member's vote may be recorded in the minutes upon a majority vote if there is an objection to doing it by unanimous consent.   I will opine further that it can certainly be done by majority vote at the time the minutes are up for approval if it is moved to have the minutes reflect said vote.

[Weldon Merritt]

I, too, disagree with Mr. Elsman and concur with Dr. Kapur and Mr. Brown.

[Richard Brown]

The following topic in the forum from December,2017,  is one of many in which it seems  quite plain that each society can decide for itself what goes in its minutes and that a board may direct... without suspending the rules... that certain statements go into the minutes that RONR says should not be in the minutes.  https://robertsrules.forumflash.com/topic/30522-inclusion-of-an-item-in-the-minutes/

 

[Rob Elsman]

Mr. Brown, I am not sure what you are taking away from the referenced topic. If you are referring to certain brief committee reports rendered orally in a small assembly, as discussed in RONR (11th ed.), pp. 525-527, the text itself prescribes that the secretary should record the report in the minutes as it is rendered.

Page 471 specifically authorizes the assembly to enter on the minutes committee reports of great importance or those which show the legislative history of a measure. In this case, the assembly may certainly order this by majority vote.

Neither of these instances gives a basis for an expansive opinion that the assembly is always free to enter whatever it wants by majority vote. Had the authors intended it thus, they would have included another item to the list for other items so ordered by the assembly.

[Joshua Katz]

I agree with Mr. Brown, Dr. Kapur, and Mr. Merritt that amendments require a majority vote 😉

I disagree with Mr. Brown, though, in that I do not think that it is necessarily a good idea to grant such requests as a matter of course. It depends on the organization, but in many this is an open invitation to campaign for reelection in the minutes. 

Although it is a very inexact parallel, I tend to think of "what belongs in the minutes" much the same way I think about complying with substantive law. You should comply with substantive law, and you should put the right things into the minutes. But you can still vote for motions that conflict with substantive law, and you can still adopt minutes that do not contain what they should. The rules, as usual, are for those who wish to follow them.

[Richard Brown]

2 hours ago, Rob Elsman said:

Mr. Brown, I am not sure what you are taking away from the referenced topic. If you are referring to certain brief committee reports rendered orally in a small assembly, as discussed in RONR (11th ed.), pp. 525-527, the text itself prescribes that the secretary should record the report in the minutes as it is rendered.

 

Perhaps you should  re-read the thread and pay closer attention to the comments, particularly the comments by Mr. Honemann.  That thread makes it quite plain that the assembly can, by majority vote and without suspending the rules, order that things be included in the minutes that RONR says should not be there.

But, since you appear to be unconvinced, I will also refer you to page 299 of RONR: "Request For Any Other Privilege" at lines 20-35.  I think a request to have something included in the minutes falls clearly within such a request.

You might also check out this forum thread from 2016 in which several of our most respected members, including Mr. Honemann, state that the assembly may, by majority vote, order that such a request be included in the minutes. https://robertsrules.forumflash.com/topic/28138-request-to-add-to-the-minutes/

 

[Rob Elsman]

Thank you, Mr. Brown, for clarifying your position. Now, I think we have—as lawyers say—"joined the controversy".

I have examined the more valuable thread you have provided. Even in the light of it, I confirm my opinion that the authors did not include an "other items ordered by the assembly" clause to the list of items to be included in the minutes in RONR (11th ed.), pp. 468-471 et al., so, in the light of Principle of Interpretation 4, pp. 589, 590, the cited rules of order, as defined on p. 15, are complete and prohibit inclusion in the minutes of other items; consequently, the majority vote required for adoption of a motion for a Request for Any Other Privilege, p. 293, does not apply, since the request involves a suspension of the rules.

[Atul Kapur]

To coin a phrase, you seem immune to persuasion, either by the weight of reasoned arguments or the word of one of the authorship team whom you claim to interpret. 

[Gary Novosielski]

Since corrections to the minutes can be approved by a majority vote, why would we assume that it would take a greater vote to include something if done at the meeting that it occurred, than it would if the matter was included as a correction at the following meeting?

[Joshua Katz]

22 hours ago, Gary Novosielski said:

Since corrections to the minutes can be approved by a majority vote, why would we assume that it would take a greater vote to include something if done at the meeting that it occurred, than it would if the matter was included as a correction at the following meeting?

I believe Mr. Elsman's position is that it takes a 2/3 vote to amend the minutes to include things that do not belong there. I don't think the timing matters.

[Richard Brown]

1 hour ago, Joshua Katz said:

I believe Mr. Elsman's position is that it takes a 2/3 vote to amend the minutes to include things that do not belong there. I don't think the timing matters.

I think the MANY threads on this point over the years make it pretty clear that an assembly, by a majority vote, can vote to put pretty much anything it wants to in the minutes.  I look at it as pretty much the inherent right of an organization to have complete control over what goes in its own minutes. Regardless, there are many threads over the years affirming the right of an organization, by majority vote, to order that something be included in the minutes that RONR says normally shouldn't be there. 

Edited to add:  I do understand Mr. Elsman's position, but I don't think it has merit, for various reasons.

 

Edited January 14, 2020 at 04:15 AM by Richard Brown
Added last paragraph

[Gary Novosielski]

On 1/13/2020 at 9:49 PM, Joshua Katz said:

I believe Mr. Elsman's position is that it takes a 2/3 vote to amend the minutes to include things that do not belong there. I don't think the timing matters.

I agree the timing should not matter, but Mr. Elsman's position would seem to argue otherwise.  I don't think there's any doubt that during reading and approval of minutes, the assembly may decide what goes into the minutes by a majority vote.  Therefore, the same threshold should apply at any prior time. 

Once approved, the minutes then fall into the category of something previously adopted, and the rules for amendment change.