Draft Minutes Corrections and Approval

[Linda Headland]

13 hours ago, Joshua Katz said:

I was once on a commission that refused to adopt rules of order because, well, we all get along. But when you stop getting along, it's too late to adopt rules of order without that turning into a war, too.

Our rules of order were first established  during the onset of our organization, although, the membership only now has a vague understanding of what our constitution and bylaws mean. Initially a parliamentarian did help guide us through our meetings procedures. With only a few volunteers our group does function quite well.  Yes, the groups current conflict is basically a power struggle between the assembly and the board, where the board now refuses to follow the constitution, bylaws and the 2/3 approval vote of  the membership. I recently unpublished our groups social-media page for fear it might become a battleground, just as our published yet unapproved draft-minutes have become a battleground which does favor the board's point of view, as they wrote and published it.    

Edited February 1, 2020 at 05:38 PM by Linda Headland

[Gary Novosielski]

11 hours ago, Joshua Katz said:

Ah, but that's my point. It is the minutes that comprise the official record of the assembly's proceedings, not the draft minutes or the secretary's notes, which is all they are until approved.

Also, why does RONR use "which" here? 

OOh, is there going to be a which/that fight?  I love those.

[Linda Headland]

19 hours ago, Gary Novosielski said:

If you can get a significant number of members in agreement, it would be in order to move to have the board members seated along with the general membership.   There's no point in moving it unless you've done the leg work first, but it is preferable.

The only officers who need to be up front are the presiding officer and the recording officer, plus the parliamentarian if you have one.

Only the presiding officer (president), recording officer  (secretary) and treasurer sit at the 'head table' other committee chairs have always been seated within the assembly. The treasurer beyond a brief financial report could also sit with the assembly.  A parliamentarian has not assisted this group in about 20 years. Because meetings are held in a large room of about 40 attendants with no mic, adequate hearing can be a problem. 

[Rob Elsman]

In the end, you can't make a silver purse out of a sheep's ear.

[Joshua Katz]

11 hours ago, Atul Kapur said:

I am starting from the presumption that the membership actually did formally give the board the authority to approve minutes sometime in the past. Then, the minutes of that past meeting have been properly approved and Ms. Headland can have some assurance that they are an accurate record of that motion.

 

It strikes me as odd to have minutes from a membership meeting, transferring power to the board, and approved by the board. I suppose it's the best evidence available, but it doesn't strike me as particularly strong.

[Linda Headland]

15 hours ago, Atul Kapur said:

In either case, everybody is relying on the presumption that the minutes or draft minutes are accurate.

I

Yet in accordance with Robert's Rules the writing of our minutes are not accurate, in that, they contain opinions, thoughts and assumptions which can not be corrected nor proven as fact. What anyone says during the meeting is irrelevant and should be removed from the record. In this case, I would assume that the minutes or draft-minutes are inaccurate. 

Edited February 2, 2020 at 07:29 AM by Linda Headland

[Linda Headland]

5 hours ago, Joshua Katz said:

It strikes me as odd to have minutes from a membership meeting, transferring power to the board, and approved by the board. I suppose it's the best evidence available, but it doesn't strike me as particularly strong.

I must agree --  this could be a 'fox in the hen house' situation. And so, our board might have been given the opportunity to write the contents of the minutes or draft-minutes to suit their own favor. This appears to be the case. The recent minutes also contain many comments and view points stated by board members and committee chairs. Their names are always written in as having said and this is entirely wrong.

Edited February 2, 2020 at 07:51 AM by Linda Headland

[Josh Martin]

7 hours ago, Linda Headland said:

I must agree --  this could be a 'fox in the hen house' situation. And so, our board might have been given the opportunity to write the contents of the minutes or draft-minutes to suit their own favor. This appears to be the case. The recent minutes also contain many comments and view points stated by board members and committee chairs. Their names are always written in as having said and this is entirely wrong.

Well, for starters, I would review the minutes to determine whether a copy of the minutes in fact contains a motion to authorize the board to approve the minutes. If they do not, that settles the matter. If they do, then I suppose you can argue over whether the minutes have been falsified, but that seems difficult to prove at this juncture and is likely more trouble than it’s worth.

What the membership giveth, the membership can taketh away. So if the assembly authorized the board in the past to approve minutes of the membership’s meetings, that motion can be rescinded. This requires a 2/3 vote, a vote of a majority of the entire membership, or a majority vote with previous notice.

In the alternative, if the members have not authorized the board to approve minutes, you’ll still need the membership on your side to force the board to present the minutes for approval and, if necessary, start removing board members.

Edited February 2, 2020 at 03:32 PM by Josh Martin

[Atul Kapur]

13 hours ago, Linda Headland said:

Yet in accordance with Robert's Rules the writing of our minutes are not accurate, in that, they contain opinions, thoughts and assumptions which can not be corrected nor proven as fact. What anyone says during the meeting is irrelevant and should be removed from the record. In this case, I would assume that the minutes or draft-minutes are inaccurate. 

I don't know if they are necessarily inaccurate, but they do appear to contain material that is unnecessary or should not be included.

In either case, and whether or not the board was actually granted the authority to approve those minutes, you can still use the motion Amend Something Previously Adopted to correct them and/or remove the inappropriate material.

[Linda Headland]

6 hours ago, Josh Martin said:

In the alternative, if the members have not authorized the board to approve minutes, you’ll still need the membership on your side to force the board to present the minutes for approval and, if necessary, start removing board members.

 What the board has been doing is to strategically increase the word length of the minutes where it would then be very time-consuming to read aloud, correct and approve during the meeting. Due to our minutes excessive word length the membership might not side with me.  The last meeting minutes sent via email contained 866 words. (other minutes have been over 1,000 words) My computer read the last minutes aloud in about 9 minutes time.  My name was referenced within the last minutes 8 times and  I haven't even made a motion. 

Edited February 2, 2020 at 10:30 PM by Linda Headland

[Atul Kapur]

If they have been distributed ahead of the meeting, as it sounds like is happening in your situation, they don't need to be read out loud at the meeting. But there still should be the opportunity to correct them.

[Richard Brown]

9 minutes ago, Atul Kapur said:

If they have been distributed ahead of the meeting, as it sounds like is happening in your situation, they don't need to be read out loud at the meeting. But there still should be the opportunity to correct them.

Agreeing completely with the above statement, I would add a caveat which which Ms Headland might not be aware of:  If the minutes are distributed in advance they don't  need to be read out loud at the meeting unless a member requests/demands that they be read.  The minutes must be read out loud upon the request of any member.  From page 374  474 of RONR:  "A draft of the minutes of the preceding meeting can be sent to all members in advance, usually with the notice. In such a case, it is presumed that the members have used this opportunity to review them, and they are not read unless this is requested by any member."

Edited February 2, 2020 at 09:37 PM by Richard Brown
Corrected incorrect page reference

[Linda Headland]

26 minutes ago, Richard Brown said:

 If the minutes are distributed in advance they don't  need to be read out loud at the meeting unless a member requests/demands that they be read.  The minutes must be read out loud upon the request of any member.  From page 374 of RONR:  "A draft of the minutes of the preceding meeting can be sent to all members in advance, usually with the notice. In such a case, it is presumed that the members have used this opportunity to review them, and they are not read unless this is requested by any member."

Perhaps, I could force the board to read the minutes aloud via my request/demand as a member and that this would at least begin the minutes procedure. Yet because the last draft-minutes contained 866 words, this demand isn't likely to be accepted very kindly.

[Linda Headland]

1 hour ago, Atul Kapur said:

If they have been distributed ahead of the meeting, as it sounds like is happening in your situation, they don't need to be read out loud at the meeting. But there still should be the opportunity to correct them.

Beginning in mid 2019 the minutes have been sent out via email as pdf attachments. I am concerned if these minutes might have been sent out as 'live link' pdf files.  I know very little about 'live link' programs. I have yet to determine if the membership had previously given the board the authority to approve these minutes. The membership has not been correcting nor approving these minutes over the past few years or at least not while I was often in attendance.    

Edited February 2, 2020 at 10:57 PM by Linda Headland

[Josh Martin]

2 hours ago, Linda Headland said:

Perhaps, I could force the board to read the minutes aloud via my request/demand as a member and that this would at least begin the minutes procedure. Yet because the last draft-minutes contained 866 words, this demand isn't likely to be accepted very kindly.

Yes, I agree that this would be a very bad idea. Thankfully, it is not necessary. If the minutes are distributed in advance, it just skips the reading of the minutes aloud (since members are presumed to have read them on their own time). It doesn’t skip the entire process. So if you determine that the membership has not authorized the board to approve the minutes, you would raise a Point of Order that the minutes must be approved by the membership, followed by an Appeal if necessary (and it seems it will be). A majority will be required to overturn the chair’s ruling.

If, after Appeal, it is determined that the minutes must be approved by the membership, you can then offer corrections to the minutes. Corrections are generally handled by unanimous consent, but a majority vote is required if there is disagreement. After any corrections are handled, the minutes are declared approved.

At some point, I suppose the membership will also need to approve the several years’ worth of minutes that have not been approved.

2 hours ago, Linda Headland said:

I have yet to determine if the membership had previously given the board the authority to approve these minutes.

Well, it looks like you have some reading to do.

[Linda Headland]

3 hours ago, Josh Martin said:

At some point, I suppose the membership will also need to approve the several years’ worth of minutes that have not been approved.

Well, it looks like you have some reading to do.

Only the last 6 years are in question, prior to that time I am certain that the minutes were approved by the membership.  The same three board members are still serving and so, they should know.  Then, a special 'minutes approval committee' might then be appointed for this task? 

[Atul Kapur]

First things first. Before you go further, you should go back and review the minutes to answer the basic question: Was a motion adopted that authorized the board to approve minutes?

[Linda Headland]

1 hour ago, Atul Kapur said:

First things first. Before you go further, you should go back and review the minutes to answer the basic question: Was a motion adopted that authorized the board to approve minutes?

Okay, first things first, as there is much for me to learn -- as the minutes procedure is being skipped, I might then stand and say, I Call for the Orders of the Day. I might then say, 'I demand that the order of agenda items be immediately resumed' and that, I might interrupt any speaker at this time. So then, the presiding officer should respond by saying, 'Orders of the day are called for' and to then hopefully proceed with the minutes. Or the presiding office might then ask the assembly, if, they would want to move onto the minutes. Now that this decision is in the hands of the membership, the membership might then opt to do what?  As I understand, the call for the order of the day is not seconded nor debated nor can it be amended. At this time would a 2/3 vote by the membership be required to resume with the pending treasurer's report?  

[Josh Martin]

10 hours ago, Linda Headland said:

Then, a special 'minutes approval committee' might then be appointed for this task? 

If it is determined that the board has not been authorized to approve the minutes, and if the membership backs you up, then yes, I think this would be appropriate.

8 hours ago, Linda Headland said:

Okay, first things first, as there is much for me to learn

No, the first thing is to determine whether the membership did, in fact, adopt a rule authorizing the board to approve minutes of membership meetings. If they did, then the procedure to use will be completely different.

If the membership did not, in fact, adopt such a motion, then...

8 hours ago, Linda Headland said:

as the minutes procedure is being skipped, I might then stand and say, I Call for the Orders of the Day. I might then say, 'I demand that the order of agenda items be immediately resumed' and that, I might interrupt any speaker at this time. So then, the presiding officer should respond by saying, 'Orders of the day are called for' and to then hopefully proceed with the minutes. Or the presiding office might then ask the assembly, if, they would want to move onto the minutes.

I don’t think this is how this would go, based on the facts you have provided. “A Call for the Orders of the Day is a privileged motion by which a member can require the assembly to conform to its agenda, program, or order of business, or to take up a general or special order that is
due to come up at the time (14, 41), unless two thirds of those voting wish to do otherwise.” (RONR, 11th ed., pg. 219)

The board’s claim is that the membership adopted a rule authorizing the board to approve the minutes of meetings of the membership. If that is true, then the approval of the minutes is no longer part of the order of business for membership meetings. Presumably, the board believes this to be true, and the chair would therefore rule that the Call for the Orders of the Day is not in order. You could then Appeal from that ruling, and if your Appeal is successful, you would then vote on the Call for the Orders of the Day.

If the board for some reason admits they were making it up when they said the membership adopted such a rule, and they’ve been skipping the approval of the minutes for no reason, then I suppose you would go straight to a vote on the call for the orders of the day.

This is why doing the research first is important, so in debate on the Appeal, you can say that you have reviewed the minutes and found no record of the alleged motion.

8 hours ago, Linda Headland said:

Now that this decision is in the hands of the membership, the membership might then opt to do what?  As I understand, the call for the order of the day is not seconded nor debated nor can it be amended. At this time would a 2/3 vote by the membership be required to resume with the pending treasurer's report?  

As I noted above, you might need to get through an Appeal first (on the question of whether the board is authorized to approve the minutes of meetings of the membership). An Appeal is debatable (but not amendable), and the question is “Shall the decision of the chair be sustained?” A majority vote in the negative is required to overturn the chair’s ruling.

If the membership agrees with you that the board has not been authorized to approve the minutes, then you’d move on to the vote on the Call for the Orders of the Day. The chair would ask if the assembly shall proceed to the orders of the day. A 2/3 vote in the negative would be required to proceed with the pending business instead.

If the assembly sides with you on the Appeal, but then sets aside the orders of the day, the minutes of the previous meeting (and the other meetings) still need to be approved, the assembly just doesn’t feel like dealing with it currently.

Edited February 3, 2020 at 02:49 PM by Josh Martin

[Linda Headland]

2 hours ago, Josh Martin said:

The board’s claim is that the membership adopted a rule authorizing the board to approve the minutes of meetings of the membership. If that is true, then the approval of the minutes is no longer part of the order of business for membership meetings. Presumably, the board believes this to be true, and the chair would therefore rule that the Call for the Orders of the Day is not in order. You could then Appeal from that ruling, and if your Appeal is successful, you would then vote on the Call for the Orders of the Day.

If the board for some reason admits they were making it up when they said the membership adopted such a rule, and they’ve been skipping the approval of the minutes for no reason, then I suppose you would go straight to a vote on the call for the orders of the day.

This is why doing the research first is important, so in debate on the Appeal, you can say that you have reviewed the minutes and found no record of the alleged motion.

 

Beginning with the  research -- As a member I can request that, the secretary provides me with copies of all meeting minutes from 9/2013 to the more recent. If I were to ask only for the specific minutes containing the evidence that the membership had given the board this authority to approve the minutes,  the board might then simply falsify the record or say that these minutes have been lost.  Only two members have served as president since 9/2013 and both remain on the board.  Within the most recent emailed minutes these exact words are written, 'the past president, name omitted' suggested that the Secretary ask if the minutes have been read, are there any changes and if not are they approved.'  Within this sentence is our ex-president suggesting that the secretary ask the membership to approve the minutes?  This ex-president should know who has been given the authority to approve these minutes.  

Edited February 3, 2020 at 05:02 PM by Linda Headland

[Scott Fischer]

13 minutes ago, Linda Headland said:

Beginning with the  research -- As a member I can request that, the secretary provides me with copies of all meeting minutes from 9/2013 to the more recent. If I were to ask only for the specific minutes containing the evidence that the membership had given the board this authority to approve the minutes,  the board might then simply falsify the record or say that these minutes have been lost. 

I'm gonna pick a nit here and point out that while you can request that copies of the minutes of previously held meetings be furnished to you the only requirement of the secretary I know of is the following, " Any member has a right to examine these reports and the record book(s) referred to on page 459, lives 13-16, including the minutes of an executive session, at a reasonable time and place, but this privilege must not be abused to the annoyance of the secretary."

RONR (11th ed.), p. 460, ll. 13-17.

Remember,  only the secretary's copy is considered the official copy. Good luck with your endeavors.

[Richard Brown]

Agreeing with Scott Fisher, neither the organization nor the secretary are required by RONR to provide you with copies of the minutes. The secretary is required only to allow you to review or inspect them at reasonable times. I imagine providing copies of one or two sets of minutes might not be a problem, but to request a copy of several years worth of minutes will probably be looked upon as an overreach and too burdensome unless either the board or the membership orders it. It will also likely have to be at your expense.

I would be careful about going around “demanding” too much. People don’t take too kindly to demands. Requests often  work much better.

[Josh Martin]

1 hour ago, Linda Headland said:

Beginning with the  research -- As a member I can request that, the secretary provides me with copies of all meeting minutes from 9/2013 to the more recent.

Strictly speaking, members only have a right to view the minutes at a time and place convenient for the Secretary, and do not technically have a right to copies of the minutes. (With that said, due to modern technology, many societies do indeed fulfill this requirement by simply sending copies of the minutes upon request, or by making them available to members for download on a website, as these tend to be more convenient both for the Secretary and for the members.)

1 hour ago, Linda Headland said:

If I were to ask only for the specific minutes containing the evidence that the membership had given the board this authority to approve the minutes,  the board might then simply falsify the record or say that these minutes have been lost. 

I would note that suggesting that the board would deliberately falsify (or conceal) the minutes is a very serious charge. As such, you absolutely should not repeat such suspicions during the meeting. If you indeed believe this is a concern, see Section 63 of RONR (or your bylaws) for formal disciplinary procedures.

1 hour ago, Linda Headland said:

Within the most recent emailed minutes these exact words are written, 'the past president, name omitted' suggested that the Secretary ask if the minutes have been read, are there any changes and if not are they approved.'  Within this sentence is our ex-president suggesting that the secretary ask the membership to approve the minutes?  This ex-president should know who has been given the authority to approve these minutes.  

What is described pretty much exactly matches the minutes approval process in RONR. The minutes are read (and the reading may be omitted if they have been distributed in advance and no member demands that they be read), the chair asks if there are any corrections, and after the corrections (if any) are handled, the minutes are approved. So I think this could potentially be used as a piece of evidence for your argument that the membership has not, in fact, authorized the board to approve the minutes.

I would still read the minutes to make sure, if possible.

5 minutes ago, Richard Brown said:

Agreeing with Scott Fisher, neither the organization nor the secretary are required by RONR to provide you with copies of the minutes. The secretary is required only to allow you to review or inspect them at reasonable times. I imagine providing copies of one or two sets of minutes might not be a problem, but to request a copy of several years worth of minutes will probably be looked upon as an overreach and too burdensome unless either the board or the membership orders it. It will also likely have to be at your expense.

Depending on the manner in which the minutes are stored, providing copies of years’ worth of minutes may or may not be burdensome and may or not involve any cost. To the extent that it is burdensome and that costs are involved, I agree that the board could deny the request, or grant it but require that the member pay the expenses involved.

Edited February 3, 2020 at 06:06 PM by Josh Martin

[Linda Headland]

2 hours ago, Josh Martin said:

Depending on the manner in which the minutes are stored, providing copies of years’ worth of minutes may or may not be burdensome and may or not involve any cost. To the extent that it is burdensome and that costs are involved, I agree that the board could deny the request, or grant it but require that the member pay the expenses involved.

By at least 2008 all of the board members corresponded by email. Most if not all completed documents were likely placed in electronic storage. I am particularly interesting in the minutes of 9/2013, as this was when the president and board had changes. The two board members who were then in office are still in office. I hope this helps to clarify. 

[Linda Headland]

3 hours ago, Richard Brown said:

 

I would be careful about going around “demanding” too much. People don’t take too kindly to demands. Requests often  work much better.

For the most part I'm simply being ignored.  Then too,  I really don't like making demands at all. Yet, something must be done to resolve these underlying conflicts between the board and the membership or tomorrow, this conflict might be with someone else. A fellow member had suggested that I use the word  'please' more often.

Edited February 3, 2020 at 09:05 PM by Linda Headland