Minutes Question

[Guest DL Brown]

A vote was taken down incorrectly due to technical glitches via electronic meeting. It sounded like the member voted in the positive, but after reviewing the video, it was discovered he voted in the negative. This has been written into the minutes, which will be definitely challenged when the passing of the minutes comes up.

Should the matter be brought back to next meeting for a new vote (reconsideration), or can a member ask for a vote to amend the minutes at that meeting with a majority of members allowing?

[JustinPappano]

An essential factor, in this case, is whether the assembly has already approved the minutes of the meeting with the incorrect vote record. 

If the assembly has already approved these minutes (from the sounds of it this is not the case), you will make use of the motion to Amend Something Previously Adopted; please refer to page 305 of RONR. The motion to Amend Something Previously Adopted, requires a 2/3 vote, or a majority vote with notice, or the vote of a majority of the entire membership, or unanimous consent. 

In the case that the assembly has not yet approved the minutes (which seems to be the case) when the minutes are to be read (or after reading), the chair should then ask if there are corrections to the minutes. If there are any (which in this case there seems to be) they can be made at that time; they are usually handled by unanimous consent; if for some reason, the assembly denies unanimous consent, it is dealt with through a subsidiary motion to Amend. In this case, I would refer you to pages 354, 355, 473, and 474 of RONR, which all outline the minutes and how they are read and approved. Also, it is important to note that this only applies to meetings where, the next regular meeting will be held within a quarterly time interval, when the session does not last longer than one day, and when there will be no change or replacement of a portion of the membership before the next session. If none of these are the case, refer to pages 474 and 475 of RONR for the procedure of approving the minutes. 

[Josh Martin]

10 hours ago, Guest DL Brown said:

A vote was taken down incorrectly due to technical glitches via electronic meeting. It sounded like the member voted in the positive, but after reviewing the video, it was discovered he voted in the negative. This has been written into the minutes, which will be definitely challenged when the passing of the minutes comes up.

Should the matter be brought back to next meeting for a new vote (reconsideration), or can a member ask for a vote to amend the minutes at that meeting with a majority of members allowing?

If I understand the facts correctly, a vote was taken and, based upon a review of the video recording of the meeting, it appears that one member's vote was recorded incorrectly. We are told that "This has been written into the minutes," and it is not clear what exactly was written in the minutes and why. It is also not clear whether this error would have made a difference in the result (whether the motion was adopted or lost).

At this time, it is too late to correct the member's vote or the vote count overall.

"A member has a right to change his vote up to the time the result is announced; after that, he can make the change only by the unanimous consent of the assembly requested and granted, without debate, immediately following the chair's announcement of the result of the vote (see below)." (RONR, 11th ed., pg. 408)

"After the result of a vote has been announced, members can still propose or demand certain actions that may change the result. A member may raise a point of order regarding the conduct of the vote, demand a division of the assembly, move to retake the vote under another method, move for a recapitulation of a roll-call vote, or request unanimous consent to change his vote. With the exception of a point of order raised against a breach of a continuing nature (p. 251, ll. 3–23), if any of these actions is to apply to a vote after the result has been announced, it must be taken immediately after the chair's announcement, before any debate or business has intervened." (RONR, 11th ed., pgs. 408-409)

While I understand that in this case, the member's vote was recorded incorrectly (rather than the member changing his mind), the fact remains that such items must be addressed at the time. It isn't quite clear what is recorded in the minutes (or why) regarding the vote. In the ordinary case, the minutes simply note whether a motion was adopted or lost. If a counted vote is ordered, the count is recorded. The only instance in which the votes of individual members are recorded are if a roll call vote is ordered by the assembly or required by rule. If that is the situation, it may be prudent in the future to have a "recapitulation" of the roll call vote in order to address such corrections. It is, however, too late to do that now (see above).

"The chair, at his or her discretion, may direct, or the assembly may order, a "recapitulation"—a procedure in which the secretary calls out the names, first, of the members who voted in the affirmative, second, of the members who voted in the negative, and third, of the members who answered present, with the chair calling for any necessary corrections to each category after the names in that category have been called." (RONR, 11th ed., pg. 422)

It appears that it may still be in order to order a recount, but this won't help, because the count isn't the problem -  the vote was recorded incorrectly to begin with.

"A recount may be ordered by the voting body, by a majority vote, at the same session at which the voting result was announced, or at the next regular session if that session is held within a quarterly time interval (see pp. 89–90). A recount may also be ordered at a special session properly called for that purpose, if held within a quarterly time interval of the session at which the voting result was announced and before the next regular session." (RONR, 11th ed., pg. 419)

As to the two questions specifically asked - whether it is in order to adopt a motion to Reconsider or to amend the minutes - neither of these is appropriate.

A motion to Reconsider is not in order because the time limits for this motion have passed.

A motion to amend the minutes is not appropriate for this purpose because the minutes are not actually in error. The minutes correctly reflect how the votes were recorded. If the member's vote had been correctly counted, and the Secretary simply made an error in transcribing the vote in the minutes, that would be one thing. My understanding, however, is that the member's vote was incorrectly counted, and the minutes correctly reflect how the member's vote was counted.

As to what is the proper course of action, it seems to me that it depends on the specific circumstances.

If the motion was adopted, and the change in the member's vote would cause it to have been defeated, the proper course of action is to make a motion to Rescind, which requires a 2/3 vote, a vote of a majority of the entire membership, or a majority vote with previous notice.

If the motion was defeated, and the change in the member's vote would cause it to have been adopted, the proper course of action is to renew the motion (or in other words, to simply make it again).

If the member's vote would not have made a difference, but the vote was taken by roll call and the concern is that the member's vote is accurately reflected, I think the proper course of action would be to add a marginal notation to the minutes to the effect of "Upon review of the video record of the meeting, it was determined that Member A actually voted [for/against] the motion, however, it was too late to change the vote."

If the member's vote would not have made a difference, the vote was not taken by roll call, and the members' individual votes are still included in the minutes for some reason, the proper course of action is to remove the votes of the individual members from the minutes.

If the member's vote would not have made a difference, the vote was not taken by roll call, and the members' individual votes are (correctly) not included in the minutes, then there is no problem at all and no action needs to be taken.

9 hours ago, JustinPappano said:

An essential factor, in this case, is whether the assembly has already approved the minutes of the meeting with the incorrect vote record. 

If the assembly has already approved these minutes (from the sounds of it this is not the case), you will make use of the motion to Amend Something Previously Adopted; please refer to page 305 of RONR. The motion to Amend Something Previously Adopted, requires a 2/3 vote, or a majority vote with notice, or the vote of a majority of the entire membership, or unanimous consent. 

In the case that the assembly has not yet approved the minutes (which seems to be the case) when the minutes are to be read (or after reading), the chair should then ask if there are corrections to the minutes. If there are any (which in this case there seems to be) they can be made at that time; they are usually handled by unanimous consent; if for some reason, the assembly denies unanimous consent, it is dealt with through a subsidiary motion to Amend. In this case, I would refer you to pages 354, 355, 473, and 474 of RONR, which all outline the minutes and how they are read and approved. Also, it is important to note that this only applies to meetings where, the next regular meeting will be held within a quarterly time interval, when the session does not last longer than one day, and when there will be no change or replacement of a portion of the membership before the next session. If none of these are the case, refer to pages 474 and 475 of RONR for the procedure of approving the minutes. 

While this is an accurate description of how the minutes are corrected, it is not clear to me that the minutes are, in fact, in error. As a result, I do not think that "correcting" the minutes is the proper course of action. As far as I can tell, the error was in how the member's initial vote was recorded, and my reading of RONR is that it is now too late to correct that error.

Edited June 17, 2020 at 02:14 PM by Josh Martin

[JustinPappano]

2 hours ago, Josh Martin said:

If the member's vote had been correctly counted, and the Secretary simply made an error in transcribing the vote in the minutes, that would be one thing. My understanding, however, is that the member's vote was incorrectly counted, and the minutes correctly reflect how the member's vote was counted.

I did not think of this when reviewing the original post; after re-reading it, I am inclined to agree with you, Mr. Martin. My answer was based on the assumption that it was a typographical error in the minutes, which in this instance, I now believe, is not the case. Thank you for your insight; I always enjoy learning something new!

 

[Gary Novosielski]

Have we even established whether this one vote would make a difference in the outcome?

[Josh Martin]

18 minutes ago, Gary Novosielski said:

Have we even established whether this one vote would make a difference in the outcome?

Nope.

Edited June 18, 2020 at 08:51 PM by Josh Martin

[Guest DL Brown]

The member's vote would make a difference.

Roll call vote would have been 5-3, but the minutes reflect 4-4 (lost). The Member will most likely challenge the minutes as they stand.

[Atul Kapur]

The member may challenge the draft minutes as they stand, but as Mr. Martin has noted, it sounds like the error was not in the minutes but during the meeting itself. So correcting the minutes is not the way to try to correct the error of declaring the motion defeated.

Is there a reason that the motion cannot be introduced and voted on again?

[Josh Martin]

2 hours ago, Guest DL Brown said:

The member's vote would make a difference.

Roll call vote would have been 5-3, but the minutes reflect 4-4 (lost). The Member will most likely challenge the minutes as they stand.

As I have stated, the error was in the recording of the member's vote in the roll call (and the chair's announcement of the result), not in the minutes. As a consequence, the minutes as they stand should not be challenged. This issue absolutely should have been addressed at the time, and since this affected the result and involved a small number of members, I'm not sure why no one noticed it at the time.

In any event, the proper course of action at this time (since the motion was lost) is simply to make the motion again, and this time everyone should pay closer attention to how members vote and the announcement of the result. It may also be desirable to request a recapitulation.

In addition, the assembly could (if it wishes) add a marginal notation to the minutes to the effect of "Upon review of the video record of the meeting, it was determined that Member A actually voted [for/against] the motion, however, it was too late to change the vote."

Edited June 19, 2020 at 03:34 PM by Josh Martin

[Gary Novosielski]

15 hours ago, Guest DL Brown said:

The member's vote would make a difference.

Roll call vote would have been 5-3, but the minutes reflect 4-4 (lost). The Member will most likely challenge the minutes as they stand.

Challenging the minutes is a waste of time.  The minutes reflect a 4-4 vote because that's what was recorded at the time.  Changing the minutes will not magically pass the motion. Fortunately, the motion can simply be made again at the next meeting and presumably passed if the votes are there.

[Rob Elsman]

I am not clear on the nature of the "technical glitch".  Ordinarily, when a member casts his vote in a roll call, the secretary repeats the vote aloud in order to avoid just this kind of misunderstanding.  Was this done?  Was the "technical glitch" of the kind that would prevent the member from hearing the secretary repeat the vote?

My sense of it is that the error, however regrettable, does not constitute a continuing breach about which a Point of Order could successfully be raised after the proceedings "moved on", so to speak.  The result of the vote, as announced by the chair, should stand.  The member's vote can only be changed by unanimous consent.

The possibility (or even the probability!) of "technical glitches" in electronic meetings is one very good reason not to transact business this way.

[Guest more info]

The member's vote would make a difference.

Roll call vote would have been 5-3, (one Member declared a conflict), but the Minutes reflect 4-4 (lost). The Member  whose Motion it was will most likely challenge the minutes as they stand.

Please note: that the Minutes are not reflected as to what happened at the meeting. The Chair stated it was 5-3 and carried. It was changed AFTER the meeting and review of the video, it is not reflective of what the Chair declared. Therefore, the Minutes are wrong. My understanding is it not in staff's purview to change what is reflective of the meeting (technical glitch or human error is irrelevant). The Minutes are wrong and will be before the Assembly at their next meeting and will most likely from my guess be asked to be amended. Therefore, a simple majority could amend the Minutes, is my thought.

[Atul Kapur]

11 minutes ago, Guest more info said:

The Chair stated it was 5-3 and carried. It was changed AFTER the meeting and review of the video, it is not reflective of what the Chair declared. Therefore, the Minutes are wrong.

I don't recall that you had provided this detail previously. This  now is a very simple question to answer. You are correct that the minutes should reflect what the chair actually ruled  at the meeting, in this case, the chair's declaration that the motion was adopted on a 5-3 vote.

In fact, if the chairs ruling was so clear, I'm not sure why anyone was going back and reviewing the recording. RONR has no provision for video review of the call, much less Monday-morning quarterbacking.

[JustinPappano]

I agree with Atul above. 

I think this situation brings up a bigger conversation of how organizations handle minutes in relation to recordings of meetings. I have found that recordings of proceedings in some organizations cross the line from transparency to tedium when issues arise from reviewing the footage after the meeting and having small (or big) procedural measures repeatedly challenged by members who at times have an axe to grind. I would suggest that if this is something that is a frequent occurrence, the Board of directors should take measures to curb these kinds of unapproved edits and challenges by either adopting a policy or a motion regarding the situation; it is prudent to note that the record of a meeting is the minutes, not a recording. 

[Weldon Merritt]

I also agree with Atul. The minutes should be corrected to reflect the vote result as announced by the chair.  And since no timely point of order was raised, that result stands. If the motion has not already been executed, it may be rescinded, but in the meantime, it remains in full force and effect.

[Josh Martin]

5 hours ago, Guest more info said:

Please note: that the Minutes are not reflected as to what happened at the meeting. The Chair stated it was 5-3 and carried. It was changed AFTER the meeting and review of the video, it is not reflective of what the Chair declared. Therefore, the Minutes are wrong. My understanding is it not in staff's purview to change what is reflective of the meeting (technical glitch or human error is irrelevant). The Minutes are wrong and will be before the Assembly at their next meeting and will most likely from my guess be asked to be amended. Therefore, a simple majority could amend the Minutes, is my thought.

Thank you for this clarification. If the minutes are, in fact, in error, then the minutes can (and should) be corrected. Generally, such corrections are handled by unanimous consent, but a majority vote is sufficient if there is disagreement.

[Guest One more question...]

The member's vote would make a difference.

Roll call vote would have been 5-3, (one Member declared a conflict), but the Minutes reflect 4-4 (lost). The Member  whose Motion it was will most likely challenge the minutes as they stand.

Please note: that the Minutes are not reflected as to what happened at the meeting. The Chair stated it was 5-3 and carried. It was changed AFTER the meeting and review of the video, it is not reflective of what the Chair declared. Therefore, the Minutes are wrong. My understanding is it not in staff's purview to change what is reflective of the meeting (technical glitch or human error is irrelevant). The Minutes are wrong and will be before the Assembly at their next meeting and will most likely from my guess be asked to be amended. Therefore, a simple majority could amend the Minutes, is my thought.

Another scenario could happen. The Chair could ask that Member if he wishes to have his vote changed after the amendment to the Minutes are made. Since the Minutes should have been reflected as 5-3 not 4-4 as the Minutes stand. Then would a unanimous vote of the assembly be required to change the Member's vote? And could this be brought forth at the Minutes section?  

[Atul Kapur]

It is too late for the member to change their vote. That can only be done "immediately following the chair's announcement of the results of the vote." RONR 11th ed., p. 408, lines 22-26.

So, the motion was adopted at the last meeting. The minutes should be corrected as several of us have said in the last couple of posts. At this point, if someone is still opposed to the motion, they should make a motion to rescind.

Edited June 22, 2020 at 10:24 AM by Atul Kapur
Corrected typo

[Gary Novosielski]

3 hours ago, Guest One more question... said:

Another scenario could happen. The Chair could ask that Member if he wishes to have his vote changed after the amendment to the Minutes are made. Since the Minutes should have been reflected as 5-3 not 4-4 as the Minutes stand. Then would a unanimous vote of the assembly be required to change the Member's vote? And could this be brought forth at the Minutes section?  

No, not even a unanimous vote would do at this point.  Votes can only be changed immediately after the vote is announced.  Once the next item of business begins, that's all she wrote.

[Guest Thanks!]

The member's vote would make a difference.

Roll call vote would have been 5-3, (one Member declared a conflict), but the Minutes reflect 4-4 (lost). The Member  whose Motion it was will most likely challenge the minutes as they stand.

Please note: that the Minutes are not reflected as to what happened at the meeting. The Chair stated it was 5-3 and carried. It was changed AFTER the meeting and review of the video, it is not reflective of what the Chair declared. Therefore, the Minutes are wrong. My understanding is it not in staff's purview to change what is reflective of the meeting (technical glitch or human error is irrelevant). The Minutes are wrong and will be before the Assembly at their next meeting and will most likely from my guess be asked to be amended. Therefore, a simple majority could amend the Minutes, is my thought.

Another scenario could happen. The Chair could ask that Member if he wishes to have his vote changed after the amendment to the Minutes are made. Since the Minutes should have been reflected as 5-3 not 4-4 as the Minutes stand. Then would a unanimous vote of the assembly be required to change the Member's vote? And could this be brought forth at the Minutes section?  

 

[Guest Thanks!]

Thank you everyone! This has been quite an exercise in learning. I think the only other scenario I see that could happen is the Member whose vote is not reflective of how he wanted to vote, may bring a Motion to the next meeting to have it reconsidered!

[Atul Kapur]

Rescind, not reconsider. 

It is too late to reconsider the vote.

If you anticipate a controversial motion, you may want to consider consulting a professional parliamentarian and, likely, having them at the meeting to advise the chair.