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Secretary Won't Incorporate Edits/Finalize Minutes


Guest Diane M

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Hi - we have a problem and I am hoping you can help. I'm president of a 3-person board. We are now 4 months behind in minutes. The treasurer, who also serves as secretary, wants to include lots of detail and who said what (which we've been told not to and she's been told not to), she has still not submitted the August 2019 or September 2019 minutes for review. The vice president and I prepared the October and December 2019 minutes to help us get caught up. We used the streamlined format our lawyer, again, asked us to use. She filled them up with information we aren't willing to include in the minutes and now won't respond to our requested edits. We feel like our minutes are being held hostage. We are also are concerned that having a discussion of all changes at the meeting will push our now 3-hour meetings to longer. I have a few questions...

1 - Can we temporary transfer the role of secretary to the vice president and give her responsibility for the October and December minutes, as well as all minutes moving forward until the August and September minutes are submitted for review, feedback incorporated and finalized?

2 - Can we prepare minutes we are comfortable with, distribute them in advance, bring them to the meeting, open for limited discussion (is 15 minutes reasonable), vote, and approve even if the vote is not unanimous? 

3 - Any other advice for us? It's a painful situation that has been going on for years and has got significantly worse in 2019.

Thank you!

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7 minutes ago, Guest Diane M said:

1 - Can we temporary transfer the role of secretary to the vice president and give her responsibility for the October and December minutes, as well as all minutes moving forward until the August and September minutes are submitted for review, feedback incorporated and finalized?

No, not per RONR.  However, anyone may submit proposed minutes for approval.

8 minutes ago, Guest Diane M said:

2 - Can we prepare minutes we are comfortable with, distribute them in advance, bring them to the meeting, open for limited discussion (is 15 minutes reasonable), vote, and approve even if the vote is not unanimous? 

Yes.  A I said above, any member may submit proposed minutes if the secretary fails to do so or as an alternative proposal to the secretary's draft.  Also, regardless of who submits proposed minutes and what they contain, the assembly itself (in this case, the board) has the right and duty to amend/correct the proposed minutes so they reflect what the assembly wants them to say.  The assembly itself, by majority vote, has the final say on the minutes.  The draft submitted by the secretary or anyone else is just that: a draft.   Any proposed changes to the minutes are adopted by majority vote (or unanimous consent).  No vote is taken on final approval, but the chair declares the minutes approved once there are no more corrections.  It is only the corrections that are voted on.

13 minutes ago, Guest Diane M said:

3 - Any other advice for us? It's a painful situation that has been going on for years and has got significantly worse in 2019.

As you said, per RONR the minutes should be a record of what was done, not what was said.  For more information, you might refer to the section on the minutes on pages 468-476 in RONR.

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Where in RONR (11th ed.) does it say that any member may submit proposed minutes if the secretary fails to do so? I thought the rule was that the secretary could submit multiple sets of minutes from previous meetings that would be read and approved in the order that the meetings occurred. RONR (11th ed.), p. 354.

As to the possibility that there may be dereliction of duty by the secretary, see the chapter on disciplinary procedures in RONR (11th ed.), pp. 643ff.

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Thank you so much, Richard! This is very helpful! Yes, I'll review that section again. The vice president and I are very much on board with concise minutes that follow RONR. It's going to be a tough meeting, I just really feel we need to protect the board and get minutes finalized and submitted to our management company.

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1 hour ago, Guest Diane M said:

1 - Can we temporary transfer the role of secretary to the vice president and give her responsibility for the October and December minutes, as well as all minutes moving forward until the August and September minutes are submitted for review, feedback incorporated and finalized?

The rules could be suspended for this purpose, but the duration of a suspension is only for the length of a single meeting, and the suspension would not have retroactive effect. So this could be done for future meetings, and it would need to be voted on at each meeting, but it could not be done for previous meetings. It would require a 2/3 vote.

57 minutes ago, Richard Brown said:

No, not per RONR.

It seems to me that the rules could be suspended to assign the duties of the Secretary in connection with meetings to another person by means of a suspension of the rules, although this would last only for the duration of a single meeting. If it can be done for the chair, I don’t see why it wouldn’t work for the Secretary. So this could be done for the future meetings, but not for the previous meetings.

1 hour ago, Guest Diane M said:

2 - Can we prepare minutes we are comfortable with, distribute them in advance, bring them to the meeting, open for limited discussion (is 15 minutes reasonable), vote, and approve even if the vote is not unanimous? 

Yes. A 2/3 vote would be necessary to adopt a motion to Limit Debate. No vote is taken on the approval of the minutes themselves - they are simply declared approved after any corrections are handled. If there is disagreement, a majority vote is required to adopt a correction.

1 hour ago, Guest Diane M said:

3 - Any other advice for us? It's a painful situation that has been going on for years and has got significantly worse in 2019.

Get a new Secretary. See FAQ #20.

57 minutes ago, Richard Brown said:

A I said above, any member may submit proposed minutes if the secretary fails to do so or as an alternative proposal to the secretary's draft.

I don’t believe RONR provides that any member may submit proposed minutes if the Secretary fails to do so. I agree that any member may submit an alternative proposal to the Secretary’s draft.

Edited by Josh Martin
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On 1/22/2020 at 9:41 AM, Richard Brown said:

... anyone may submit proposed minutes for approval.

Is there an RONR citation to support this or do you rescind your position and agree with Mr. Martin?

Do other parliamentarian's on this forum agree that anyone can submit missing meeting minutes for assembly consideration?

I cannot find an RONR citation to directly support the action. Would it be out of order?

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We are told that this is a three person board. Two of these members are the President and the Vice-President; the third is the Secretary-Treasurer, who has failed to submit minutes of the last four meetings of the Board.

I'm quite sure that there is nothing in RONR which would prevent the President and Vice-President, under circumstances such as this, from preparing and approving minutes of the last four meetings.  

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1 hour ago, anon said:

Is there an RONR citation to support this or do you rescind your position and agree with Mr. Martin?

Do other parliamentarian's on this forum agree that anyone can submit missing meeting minutes for assembly consideration?

I cannot find an RONR citation to directly support the action. Would it be out of order?

I stand by my assertion that if the secretary fails to submit draft minutes for approval, any other member may do so.  I am not aware of a provision in RONR which states specifically that doing so is permissible, but neither can I find a provision which says it is not permissible.

I did a quick search the other day and found a couple of dozen threads in the past few years where our members have said, without contradiction, that if the secretary fails to submit draft minutes, any member may do so.  NONE of those statements have been contradicted, at least not in the two dozen or so threads I found.

It is my position that specific authorization to do in RONR is not required.  I believe that it is basically the inherent right of organized societies to do pretty much whatever they want to unless doing so would violate some rule.  I don't see a rule in RONR prohibiting it.  SOMEBODY has to propose draft minutes.  If the secretary hasn't done it or won't do it, it seems some other member should be able to do so. 

There are also countless threads which confirm that if the secretary fails to submit draft minutes, the assembly may appoint a committee... even a committee of one... to draft and submit proposed minutes.  If the secretary has failed to submit draft minutes, I see no material difference between a member submitting his own draft minutes for approval and appointing a committee of one to propose draft minutes to bring to the next meeting.  Even though we repeatedly say that a committee may be appointed to create draft minutes, there is no authorization in RONR for that, either.

As to whether a member's proposed minutes may be considered and adopted in lieu of the secretary's minutes in cases where both have submitted minutes, as Mr. Martin suggested in his comment above, and as many others have suggested in other threads, there is disagreement in the forum and strong authority that it is inappropriate to consider the alternative minutes if the secretary presents a draft.  Dan Honemann said the following in response to a comment that any member can submit draft minutes to be considered along with (or in lieu of) the secretary's: "It is the duty of the secretary to prepare draft minutes of each meeting of the board, and it is this draft, and no one else's, that is presented to the board for its approval at its next meeting".  Therefore, according to Mr. Honemann, it is not proper for the assembly to consider an alternative set of draft minutes for approval if the secretary submits draft minutes.  That is contrary to many contrary statements by some of our most respected members, but, coming from Mr. Honemann, I would say it carries great weight. :)     Here is a link to that thread:  https://robertsrules.forumflash.com/topic/27674-president-altersrewrites-minutes/?tab=comments#comment-158865

I will try to provide some  links to threads where several of us have said, without contradiction, that if the secretary fails to submit minutes for approval, any other member may do so.

  Perhaps this is an issue that could use some clarification in the 12th edition. 

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  • 1 year later...

Hello, so I am a Treasure for our board. Our current secretary has decided they no longer wants to take minutes, even though it was all voted by the board on who had what position/responsibility.  The current secretary is now saying they just wants to be a normal board member. My question is. Would this individual have to resign if they are not willing to continue the role? Or can they just easily exit out of being a tile secretary and be a board member?

 

Thanks,

John Sto

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