Changes to rules for minutes

[Joshua Katz]

We've discussed the question of what vote is required to include things in the minutes that RONR says do not belong there. However, I don't think we've discussed it since the 12th edition came out (I apologize if I am wrong) and I wonder if some of the changes there might be relevant.

48:2 now says "The minutes must never reflect the secretary's opinion, favorable or otherwise, on anything said or done." It used to say that these comments should not be included.

48:3 says that a society may, by a majority vote, "direct the inclusion of specific additional information in the minutes of a particular meeting."

That seems very cut and dry. Fine. 

But now, as an example, let's look at 48:5(1), which provides that "the name of the seconder should not be entered unless ordered by the assembly."

We know that additional information may be directed to be included by a majority vote. That seems to render this provision in 48:5 superfluous. But there is another reading - "specific" in 48:3 could mean those types of information these rules provide may be ordered to be included.

So it seems to me we really have 4 types of information:

Information RONR says to include - what is the vote required to omit it? 

Information  RONR says not to include unless the assembly otherwise orders  - clearly that order takes a majority vote

Information about which RONR is silent - it seems to me that this takes a majority vote

Information RONR says must never be included - ?

I would think that the last category would require a suspension of the rules for its inclusion. If we have one piece of information that must never be included, and one piece of information that is not included unless otherwise ordered, it just does not seem reasonable for both to require the same vote for their inclusion. And, as mentioned, it render some rules superfluous. But, as a practical matter, I am also unclear how that would work. Would we require that accepting minutes with this information requires a 2/3 vote?

[Richard Brown]

40 minutes ago, Joshua Katz said:

. . . So it seems to me we really have 4 types of information:

Information RONR says to include - what is the vote required to omit it? 

Information  RONR says not to include unless the assembly otherwise orders  - clearly that order takes a majority vote

Information about which RONR is silent - it seems to me that this takes a majority vote

Information RONR says must never be included - ?

I would think that the last category would require a suspension of the rules for its inclusion. If we have one piece of information that must never be included, and one piece of information that is not included unless otherwise ordered, it just does not seem reasonable for both to require the same vote for their inclusion. And, as mentioned, it render some rules superfluous. But, as a practical matter, I am also unclear how that would work. Would we require that accepting minutes with this information requires a 2/3 vote?  (Emphasis added)

Very good question – and I see  how the answer could go either way. . I don’t know the answer, but I’m going to venture a guess, with said guess being the opinion I would offer if called upon for an opinion. Since section 48.3 says that “a majority vote may direct the inclusion of specific additional information in the minutes of a particular meeting“, I would take the position that that provision trumps the language in section 48:2 which says “The minutes must never reflect the Secretary’s opinion“.

Therefore, it is my opinion that the assembly could order that the secretary’s opinion be included in the minutes of a particular meeting by a majority vote. That may not be what the authorship team intended, but taking the two sections together, it is my opinion that a majority vote is sufficient Per section 48:3.

Edited to add: if the authorship team had intended that the opinion of the Secretary not be included under any circumstances or only by suspending the rules, they could easily have said so.
 

 

Edited November 14, 2020 at 12:39 AM by Richard Brown
Added last paragraph

[Rob Elsman]

Except for what is said in RONR (12tth ed.) 48:3 about the one-off inclusion of specific additional information, modification of the contents of the minutes requires either adoption of a special rule of order or, at a particular meeting, the suspension of the rules by a two-thirds vote.  This seems pretty clear to me.

[Richard Brown]

30 minutes ago, Rob Elsman said:

modification of the contents of the minutes requires either adoption of a special rule of order or, at a particular meeting, the suspension of the rules by a two-thirds vote.

But that is not what 48:3 says.  It says a two thirds vote is required to adopt a special rule of order  modifying the rules pertaining what is to be included in the minutes but  that "a majority vote may direct the inclusion of specific additional information in the minutes of a particular meeting".   It seems to me that including the secretary's opinion on something fits that category of additional information which may be included in the minutes of a particular meeting by a majority vote.

I'm not saying I think that is what the rule should be, but that the language of 48:2 and 48:3, when taken together, do not require a suspension of the rules to include that additional information.  The authorship team could very easily have made it plain that including the secretary's opinion of something is an exception to the rule in 48:3 permitting the inclusion of additional information with a majority vote.  The addition of the words, "except for the inclusion of the secretary's opinion on something said or done" would take care the issue quite well.

I can accept either interpretation, but if the authorship team intended the rule to be that a suspension of the rules is required to include the opinion of the secretary on something.... or that it can never be included under any circumstances.... they did not say so very clearly.  The language in 48:3 does make it plain that a special rule of order could be adopted permitting the inclusion of said opinions, so that pretty effectively negates an interpretation that it cannot be included under any circumstances.

I'm still of the opinion that said comments can be included in the minutes of a particular meeting by a majority vote.

[Rob Elsman]

I disagree that the authors intended the secretary's opinions to be included in the class of "specific additional information".

[Gary Novosielski]

Clearly a change from should not to must never be included is a strengthening of the rule, from a should rule to a must rule.

The next section says that the assembly may include other information if it cares to. This is hardly a rule at all, since an assembly may already do as it pleases by majority vote, unless otherwise prohibited.  If anything, 48.3 is not a restriction, but an assurance that there is no restriction. 

The distinction could not be more clear.

I interpret 48:3 to apply to material other than the secretary's opinion, which is clearly prohibited in the section above it.  Unlike 48:3, 48:2 does not refer to information that can be included at will.  It refers to something that must never be included.

I suppose 48:2 could be suspended, by a 2/3 vote, but I do not believe there could be a good reason to do so.  By definition, the personal opinion of one person has not been adopted by a majority vote.  If it were, it would be the assembly's opinion, and not the secretary's.  So for me, never means never.

[J. J.]

I see a distinction between the secretary's opinion and something that the assembly orders inserted into the minutes, even if that happens to be identical to the secretary's opinion.

The secretary, on his own, writes in the minutes "The presentation was excellent," after recording that the guest speaker made a presentation.  That is a personal opinion of the secretary. 

While the minutes are being approved at the next meeting, assembly orders that the sentence "The presentation was excellent" be inserted in the minutes after the statement that the guest speaker made a presentation.  This is the action of the assembly. If it goes into the approved minutes, it is no longer the secretary's opinion, but the action of the assembly. 

 

[Joshua Katz]

13 hours ago, Rob Elsman said:

Except for what is said in RONR (12tth ed.) 48:3 about the one-off inclusion of specific additional information, modification of the contents of the minutes requires either adoption of a special rule of order or, at a particular meeting, the suspension of the rules by a two-thirds vote.  This seems pretty clear to me.

I think I agree, but my issue is what is included in 48:3's one-off inclusion of specific additional information. What counts as specific additional information?

[Gary Novosielski]

2 hours ago, Joshua Katz said:

I think I agree, but my issue is what is included in 48:3's one-off inclusion of specific additional information. What counts as specific additional information?

Any specific information that is additional--beyond what is required to be in the minutes, and  not otherwise prohibited.

Again, I don't see 48:3 as overruling anything.  It's just a catch-all, that says, Hey, we covered what to include, and what not to include. Now it's up to you to decide what else to put in your minutes, as long a you have majority agreement--the same criterion used for corrections. 

It prevents people from arguing that the listing of some specific items prohibits all others of the same class. 

[Rob Elsman]

I would include in the class of "specific additional information" more information about what was done at a meeting than what is required in the rules or already done by way of custom.

[Dan Honemann]

On 11/14/2020 at 4:08 AM, J. J. said:

I see a distinction between the secretary's opinion and something that the assembly orders inserted into the minutes, even if that happens to be identical to the secretary's opinion.

The secretary, on his own, writes in the minutes "The presentation was excellent," after recording that the guest speaker made a presentation.  That is a personal opinion of the secretary. 

While the minutes are being approved at the next meeting, assembly orders that the sentence "The presentation was excellent" be inserted in the minutes after the statement that the guest speaker made a presentation.  This is the action of the assembly. If it goes into the approved minutes, it is no longer the secretary's opinion, but the action of the assembly. 

 

I agree. 

In my opinion*, the second sentence of 48:2 is nothing more than an instruction to the secretary (now more strongly put) that he is not to include in his draft of the minutes his personal opinion, favorable or otherwise, on anything said or done during a meeting.

So suppose, as you say, the secretary, on his own, writes in the minutes "The presentation was excellent," after recording that the guest speaker made a presentation. At the next meeting, when these minutes are presented for approval, the assembly may order that this sentence be struck out, either by action taken on a point of order or a correction having been agreed to, in either case either by majority vote or unanimous consent. If no such action is taken, and the sentence remains in the minutes as approved, it is no longer simply an expression of the secretary's opinion; it has become an expression of the opinion of the assembly itself. Nothing at all wrong with this.

Furthermore, if an assembly, for some strange reason, wishes to include in its minutes a statement to the effect that, in the opinion of its Secretary, the presentation made by its guest speaker was excellent, I see no reason why it may not do so, either by majority vote or by unanimous consent.

----------------------------------

* I must stress the fact that I am not speaking here in behalf of anyone other than myself. 

 

 

 

[Shmuel Gerber]

13 hours ago, Daniel H. Honemann said:

Furthermore, if an assembly, for some strange reason, wishes to include in its minutes a statement to the effect that, in the opinion of its Secretary, the presentation made by its guest speaker was excellent, I see no reason why it may not do so, either by majority vote or by unanimous consent.

I think the secretary might have something to say about that. 🙂

[Dan Honemann]

7 hours ago, Shmuel Gerber said:

I think the secretary might have something to say about that. 🙂

Oh, he has no objection; maybe even requested it.

[Rob Elsman]

Here, it is said that secretaries east of the Hudson do strange things. 

[Caryn Ann Harlos]

Is there  any record of the editorial notes why something was changed from should not to must not?

 

It seems to me that the only things that can ever really be a NEVER must be in the bylaws.

[Dan Honemann]

I wouldn't spend too much time worrying about this if I were you.

As I indicated above, the second sentence of 48:2 is nothing more than an instruction, primarily to the secretary, that he is not to include in his draft of the minutes his personal opinion, favorable or otherwise, on anything said or done during a meeting.