Replacing A Chair by Amending Minutes of A Sub-Committee - Correct or not?

[Dr. John]

I have stumbled upon a situation where my City Council has an advisory committee (that reports to one of the standing City's standing committees) and that advisory committee conducted it's internal election for a new Chair and Vice-Chair.

There are three lay-members and two Councillors on this advisory committee, let's call them Councillor 1 & 2.  One of the Councillors has to be elected to as Chair or Vice Chair.  At their recent meeting, Councillor 1 put forth a motion, that was passed electing Councillor 2 as the new Chair.

The minutes of that meeting went to the standing committee, approved and incorporated into the Standing Committee's minutes which were then forwarded to Council for approval.

At Council, Councillor 1 declared they had a "change of heart" and stated they wanted to be considered for the Chair (and had mustered the supporting votes necessary beforehand).  Relevant documents:

1.  The Procedural By-Law for the Council says that the Chair of Standing Committees is appointed by Council.  It is mum on advisory/sub-committees.  Defaults to RONR if not otherwise specified.

2.  The Terms of Reference for the Advisory Committee states that Council may replace members or appoints them as it desires, but does not comment on election/selection of the Chair.

The advisory committee minutes were lifted from the standing committee minutes by Council and a motion put forward that amended the resolution in the advisory committee's minutes to say that Councillor 1 is elected as the new Chair (where it previously stated Councillor 2).

So my question is really in two parts:

1.  Did Council overstep it's authority in doing this (I am guessing no), given the absence of any guidance in the Terms of Reference or Procedural By-Law (which defaults to RONR if not specifically addressed)?

2.  If it was within the authority of the Council to do this, did they follow the correct procedure?  If the advisory committee minutes are to reflect what was done and not what was said at the time of their meeting, it seems improper that a resolution contained therein can be amended by Council almost one month later with something that did not actually occur at the meeting.  I would think that Council should have used a direct motion to appoint Councillor 1 as the new Chair.

Any insight into this one is really appreciated.

Edited February 19, 2020 at 10:27 AM by Dr. John

[Gary Novosielski]

If you're asking whether the Council has the right to falsify the minutes of a meeting, the answer is No.

[Dr. John]

Thanks Gary, I did not quite think of it in that context... but absolutely on point there!

[Josh Martin]

7 hours ago, Dr. John said:

1. Did Council overstep it's authority in doing this (I am guessing no), given the absence of any guidance in the Terms of Reference or Procedural By-Law (which defaults to RONR if not specifically addressed)?

No. The council has the authority to choose the chairmen of its committees (and subcommittees) as it sees fit, assuming the council has no rules of its own to the contrary (and we are told that it does not).

7 hours ago, Dr. John said:

2.  If it was within the authority of the Council to do this, did they follow the correct procedure?  If the advisory committee minutes are to reflect what was done and not what was said at the time of their meeting, it seems improper that a resolution contained therein can be amended by Council almost one month later with something that did not actually occur at the meeting.  I would think that Council should have used a direct motion to appoint Councillor 1 as the new Chair.

No, the council did not follow the correct procedure. The minutes are to reflect what was done at the meeting, and the purpose of approving minutes is to ensure that they are an accurate and complete record of what was done, so the minutes should not be amended to reflect something that did not actually occur at the meeting. It is indeed correct that the proper procedure would have been a separate motion to remove Councilor 2 from the position of Chairman and appoint Councilor 1.

Additionally, I would note that this practice of the council approving the minutes of its committees and subcommittees should be ceased altogether. RONR notes that committees do not generally keep minutes (since the committee’s reports serve as their records), but if a committee (or subcommittee) does keep minutes, the committee (or subcommittee) should be approving its own minutes. The minutes of a subcommittee should not be approved by the committee or by the council, and the minutes of a committee should not be approved by the council. As noted above, the purpose of approving the minutes is to ensure that they are an accurate and complete record of what happened at the meeting. The committee (or subcommittee) is presumably in the best position to know whether its own minutes are accurate. If the committee is making recommendations to the council, those should be handled through separate motions, as whether the council approves the recommendations has nothing to do with whether the minutes should be approved.

Furthermore, if the committees and subcommittees are to keep minutes, the minutes of a subcommittee should not be “incorporated into” the minutes of the standing committee, since the minutes are a record of what happened at the meeting in question. The minutes should be kept separate, since they reflect what happened at two different meetings of two different bodies.

[Dr. John]

Thanks for the comprehensive overview Josh, this assembly definitely needs a "bulk purchase" on copies of RONR.  If only the holiday season were upon us, they would make great stock stuffers.

As the passed motion changing the sub-committee minutes at the previous meeting violates the Procedural By-Law which governs the Council and all committee/sub-committees, namely under "minutes":

Quote

The Minutes shall record:
(i) the date and time of the meeting
(ii) the name of the presiding officer and record of attendance of the Members
(iii) all the proceedings of the meeting without note or comment

... would a Point of Order be acceptable at the next meeting (granted it should have been used at the time, but with a group not fluent in RONR, it did not come to them)?

If so and the Chair agreed, can the majority who voted on that original motion to wrongfully amend/alter the sub-committee minutes "trump" the Procedural By-Law by bringing an Appeal from the Decision of the Chair and not having it sustained, thus maintaining a breach of the rules?

Edited February 23, 2020 at 03:41 PM by Dr. John

[Josh Martin]

A Point of Order is not the appropriate tool to correct an error in the minutes. Rather, a motion to Approve Amend Something Previously Adopted may be used to correct approved minutes. This motion requires a 2/3 vote, a vote of a majority of the entire membership, or a majority vote with previous notice.

If the assembly refuses to adopt this motion, then the minutes will remain a false record of what happened. This seems like a bad idea, and there may also be legal consequences, although that is a question for an attorney.

Edited February 24, 2020 at 07:03 PM by Josh Martin

[Richard Brown]

21 hours ago, Josh Martin said:

A Point of Order is not the appropriate tool to correct an error in the minutes. Rather, a motion to Approve Something Previously Adopted may be used to correct approved minutes. This motion requires a 2/3 vote, a vote of a majority of the entire membership, or a majority vote with previous notice.

I think you intended to say “a motion to AMEND something previously adopted may be used to correct approved minutes” rather than a “motion to APPROVE something previously adopted”  

 

[Josh Martin]

4 hours ago, Richard Brown said:

I think you intended to say “a motion to AMEND something previously adopted may be used to correct approved minutes” rather than a “motion to APPROVE something previously adopted”  

Yes, that is correct.

[Joshua Katz]

12 hours ago, Richard Brown said:

I think you intended to say “a motion to AMEND something previously adopted may be used to correct approved minutes” rather than a “motion to APPROVE something previously adopted”  

 

I assume you were trying to get my attention with this.

[Richard Brown]

30 minutes ago, Joshua Katz said:

I assume you were trying to get my attention with this.

Um, nope! 😋