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Minutes what is done not what is said


Jayadev

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39 minutes ago, jay said:

 Our not for profit organization's  secretary while recording minutes stated " It is agreed to appoint a committee to improve the Kitchen sales " There is no mention of any motion or taking vote on that matter. Is it okay to write minutes like that? Thanks in advance for your help.

Was a motion made and a vote taken, or was the action agreed to by unanimous consent (see pp. 54-56)?

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50 minutes ago, jay said:

 Our not for profit organization's  secretary while recording minutes stated " It is agreed to appoint a committee to improve the Kitchen sales " There is no mention of any motion or taking vote on that matter. Is it okay to write minutes like that? Thanks in advance for your help.

No, unless appointing a committee to look into improving kitchen sales was in fact discussed and appointing such a committee is what the assembly wanted to do.  I suspect that things just got rather sloppy, but that it was at least discussed in the meeting and quite possibly agreed upon by unanimous consent.

It is possible under certain circumstances for the chair to "assume a motion" and for the assembly to adopt motions by unanimous consent without an actual motion being made, but that is unusual and should be used sparingly and only when it is clear that it reflects the will of the assembly.  Also, the chair must make it plain that "if there is no objection, a committee will be appointed to study ways to improve kitchen sales".    A statement that something was agreed to should not be in the minutes unless it was in some fashion actually agreed to.  However, this is not really what "assuming a motion" is intended to be for.  RONR mentions that it can be used to assume a motion to accept a resignation or to adopt a committee's recommendation when the reporting member failed to do so.  See page 54 for adopting motions by unanimous consent and pages 291 and 610 of RONR for examples of the chair "assuming a motion". 

The better practice is for the chair to insure that such a motion is in fact made and is either voted on or adopted by unanimous consent.  He can do that by saying something along these lines:  "It appears that the members want to create a committee to study ways to improve kitchen sales.  "Will somebody put that in the form of a motion?"

Sloppiness in following proper  procedure can lead to these kinds of problems.  It usually catches up with you and bites you somewhere sooner or later.  And if it didn't happen at all, it certainly shouldn't be in the minutes.

Note:  It is also possible that the chair initiated the discussion by, in essence, asking the assembly for permission to appoint such a committee.  If nobody objected, it can be argued that the assembly consented to the action by unanimous consent.  The fact that the chair should not normally be making such a motion or request is irrelevant if nobody objected and the assembly acquiesced.  The moral:  Do it the right way.

 Edited to add:  Regardless of what actually happened, the wording used by the secretary is not appropriate.  If it didn't happen, it should not be there at all.  If it happened by unanimous consent, the minutes should say something to the effect that "a motion to have the president appoint a committee to study ways to improve kitchen sales was adopted".  The secretary does not need to say whether it was by unanimous consent but may do so.  Some of my colleagues may say that the secretary should NOT say that it was by unanimous consent.  I personally think it is a good idea to do so because of the tendency of members to later say, "wait a minute. we never voted on that".... like you are doing here. :)

Edited by Richard Brown
Addded last paragraph
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