recording a motion and the votes

[Guest dawn maher]

When recording a motion as secretary of the board of directors of a condo community this situation arose: We are a 5 member board voting on whether to approve a special assessment of 200.$ 3 members voted yes, 2 members voted no. The no votes wanted to record a qualifying statement as to why they voted no. this was not allowed by the president because it is against Roberts Rule I could not find the reference can you help me?

  Thank you, Dawn Maher

[elseygirl]

48:2 Content of the Minutes. In an ordinary society, the minutes should contain mainly a record of what was done at the meeting, not what was said by the members. The minutes must never reflect the secretary’s opinion, favorable or otherwise, on anything said or done.

48:3      To modify the rules governing what is regularly to be included in the minutes requires adoption of a special rule of order, although a majority vote may direct the inclusion of specific additional information in the minutes of a particular meeting.

Robert III, Henry M.; Honemann, Daniel H; Balch, Thomas J; Seabold, Daniel E.; Gerber, Shmuel. Robert's Rules of Order Newly Revised, 12th edition (p. 510). PublicAffairs. Kindle Edition.

[Richard Brown]

Guest Dawn Maher, agreeing with Elseygirl and the citations she provided, as a general rule the minutes should be a record of what was done, not what was said.  So, in that sense, the president was correct.  However, it is not unusual for one or more board members to ask to have a statement or their votes entered in the minutes.  The assembly can vote to do so by a majority vote (or unanimous consent).  If this happens again, and the director(s) wants a statement entered in the minutes, he should move that his statement be included in the minutes.  It will require a second and a majority vote if there is an objection.  Directors frequently ask that the minutes reflect their "no" vote on controversial issues so that their constituents know how they voted and also because many state corporation laws provide legal protection from liability to directors who dissent from decisions which result in lawsuits being filed against the corporation and/or the board members. To obtain that protection, the minutes sometimes must reflect their opposition to the controversial motion.

In addition, when the minutes are being considered for approval, a member may ask that the minutes be amended to include the statement.   Such a motion would be treated the same as any other proposed correction or change to the minutes. A majority vote (or unanimous consent) is required.

[Gary Novosielski]

Quote

Apart from what may be included in the minutes, there is also a prohibition on "explaining" one's vote.  Any reasoning behind support or opposition to the question should be raised during debate.  It is too late to do so once voting has begun.  [§45:7]

If it can't happen at all, the question of whether it should be included in the minutes becomes moot.

 

[Guest Puzzling]

On 4/12/2021 at 9:03 PM, Guest dawn maher said:

When recording a motion as secretary of the board of directors of a condo community this situation arose: We are a 5 member board voting on whether to approve a special assessment of 200.$ 3 members voted yes, 2 members voted no. The no votes wanted to record a qualifying statement as to why they voted no. this was not allowed by the president because it is against Roberts Rule I could not find the reference can you help me?

  Thank you, Dawn Maher

There is a difference between 

1) having recorded in the minutes that they voted against the motion

2)  having their arguments against the motion recorded.

The first is a reasonable request for reasons given above.

The second one is less so, minutes record what was decided not the reasons behind it. 

 

[Richard Brown]

1 hour ago, Gary Novosielski said:

Apart from what may be included in the minutes, there is also a prohibition on "explaining" one's vote.  Any reasoning behind support or opposition to the question should be raised during debate.  It is too late to do so once voting has begun.  [§45:7]

If it can't happen at all, the question of whether it should be included in the minutes becomes moot

That is not at all a correct statement of the rules in RONR regarding what MAY be included in the minutes at the direction of the assembly.

First, it is a mis-categorization of §45:7.  That rue applies to a member explaining his vote while voting.  Here is what §45:7 says:  "45: 7 Rule Against Explanation by Members During Voting. A member has no right to “explain his vote” during voting, which would be the same as debate at such a time."

Second, §48:3 specifically permits the assembly to include such other information in the minutes as it desires.  That has always been the case, but in the 12th edition the language in the text has been modified to make it explicitly clear that the assembly may include other information in the minutes which RONR says should not normally be included.  Here is the rule: "48: 3 To modify the rules governing what is regularly to be included in the minutes requires adoption of a special rule of order, although a majority vote may direct the inclusion of specific additional information in the minutes of a particular meeting."

Therefore, it seems quite clear that a statement from the directors may be included in the minutes with the consent of the assembly.

BTW, RONR does not say "it can't happen at all". 

 

 

 

[Gary Novosielski]

56 minutes ago, Richard Brown said:

BTW, RONR does not say "it can't happen at all". 

The rule says a member has no right to do it.  I'm sure the rule is suspendable, but the rule still says no.  So I think the president ruled correctly, and apparently the ruling was not appealed from.

[Richard Brown]

1 hour ago, Gary Novosielski said:

The rule says a member has no right to do it.  I'm sure the rule is suspendable, but the rule still says no.  So I think the president ruled correctly, and apparently the ruling was not appealed from.

The rule says a member has no right to explain his vote DURING VOTING.  It explicitly says “during voting.”   Nothing prohibits a member from having such a statement in the minutes if the assembly consents and new rule 48:3 says that on a case by case basis an assembly can put pretty much whatever it wants to in the minutes by a majority vote.  No need to suspend any rules. 

I think the right of an assembly to put whatever it wants to in its minutes has pretty much been the case all along according to comments in this forum by members of the authorship team, but new rule 48:3 in the 12th edition makes it pretty explicit. This new rule seems to “codify” that right... and the right to do it by majority vote. Gary, it’s a change in the 12th edition.