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Changing Minutes


Guest RulesPaladin

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Guest RulesPaladin

At a Board of Directors meeting, a motion was made and passed that allocated funds to an individual, with the individual being named in the motion. After the meeting, the individual receiving the funds asked that their name not be in the minutes, so the secretary removed the name. The minutes have not yet been approved. What course of action is available to address the meeting minutes being intentionally falsified? Can a majority vote of the Board allow the minutes to be falsified?

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10 minutes ago, Guest RulesPaladin said:

At a Board of Directors meeting, a motion was made and passed that allocated funds to an individual, with the individual being named in the motion. After the meeting, the individual receiving the funds asked that their name not be in the minutes, so the secretary removed the name. The minutes have not yet been approved. What course of action is available to address the meeting minutes being intentionally falsified? Can a majority vote of the Board allow the minutes to be falsified?

The minutes should report the wording of the motion as adopted. When the minutes of this meeting are pending for approval (presumably at the next meeting of this board), if the minutes do not accurately reflect the wording of this motion as adopted, a correction should be proposed. "Corrections, when proposed, are usually handled by unanimous consent (pp. 54–56), but if any member objects to a proposed correction—which is, in effect, a subsidiary motion to Amend—the usual rules governing consideration of amendments to a main motion are applicable (see 12)."    (RONR, 11th ed., p. 354)

If the board refuses to correct its minutes, I'm afraid that not much can be done about it.

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1 hour ago, Guest RulesPaladin said:

At a Board of Directors meeting, a motion was made and passed that allocated funds to an individual, with the individual being named in the motion. After the meeting, the individual receiving the funds asked that their name not be in the minutes, so the secretary removed the name. The minutes have not yet been approved. What course of action is available to address the meeting minutes being intentionally falsified? Can a majority vote of the Board allow the minutes to be falsified?

I suppose my curiosity is what exactly the concern is with the member's name being in the minutes. If there is some sort of privacy concern, I would note that (at least so far as RONR is concerned) only members of the board have a right to view minutes of board meetings, and board members already know the identity of the individual in question, so there seems to be no benefit in removing the individual's name from the minutes.

If the issue is that the board has a custom that it makes its minutes available to others (such as the general membership or the public), then perhaps in this case a redacted version of the minutes could be made available in this manner, while the actual minutes (which would be accessible only to members of the board) would still correctly record the motion as it was actually worded. If the board is required by rule or law to make its minutes available to others, then there may not be a solution to the problem, unless the rule or law in question provides one.

In any event, I concur with Mr. Honemann that as a parliamentary matter, it is not appropriate for the board to falsify its minutes, nonetheless, there is no way of actually stopping the board from doing so if that is what a majority chooses to do. It may also be prudent, however, to seek legal advice regarding this matter.

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