Storage of cloud recordings and recordings vs official minutes

[Guest Greg P]

We are using Zoom to hold an AGM and cloud recordings are available to us following the meeting.  They will prove useful in creating the minutes of the meeting.  If an attendee wants access to the recordings, are they entitled to receive them?  How long must we keep cloud recordings?  Which is the official record of the meeting - the minutes, or the recording?  As far as I can tell, Roberts Rules of Order is silent on these matters.  Advice?

[Hieu H. Huynh]

12 minutes ago, Guest Greg P said:

Which is the official record of the meeting - the minutes, or the recording?

The minutes.

[Guest Puzzling]

9 minutes ago, Guest Greg P said:

We are using Zoom to hold an AGM and cloud recordings are available to us following the meeting.  They will prove useful in creating the minutes of the meeting.  If an attendee wants access to the recordings, are they entitled to receive them?  How long must we keep cloud recordings?  Which is the official record of the meeting - the minutes, or the recording?  As far as I can tell, Roberts Rules of Order is silent on these matters.  Advice?

First of all do your bylaws allow zoom meetings? If not the rest is moot.

What do your bylaws say about recordings? (They have precedence over RONR)

Under RONR the minutes are the official record. RONR says nothing about the recordings at all. 

[Dan Honemann]

10 minutes ago, Guest Greg P said:

 As far as I can tell, Roberts Rules of Order is silent on these matters.  Advice?

This is because the rules contained in Robert's Rules of Order are rules designed for use in deliberative assemblies.

 

 

[Gary Novosielski]

16 minutes ago, Guest Puzzling said:

Under RONR the minutes are the official record. RONR says nothing about the recordings at all. 

Well, except for §48:6.

[Gary Novosielski]

32 minutes ago, Guest Greg P said:

We are using Zoom to hold an AGM and cloud recordings are available to us following the meeting.  They will prove useful in creating the minutes of the meeting.  If an attendee wants access to the recordings, are they entitled to receive them?  How long must we keep cloud recordings?  Which is the official record of the meeting - the minutes, or the recording?  As far as I can tell, Roberts Rules of Order is silent on these matters.  Advice?

If the rules in RONR apply:

• The recording would be considered as part of the Secretary's notes and members would not automatically have a right to them.  However there is no rule preventing making the recording available to members.
• Retaining the recordings is optional and up to your organization to decide.
• The minutes (once approved) are the official record.

RONR is not silent on this point.  See §48:6

Quote

48:6      The use by the secretary of a recording device can be of great benefit in preparing the minutes, but a transcription from it should never be used as the minutes themselves.

 

[Richard Brown]

35 minutes ago, Guest Puzzling said:

Under RONR the minutes are the official record. RONR says nothing about the recordings at all. 

 

16 minutes ago, Gary Novosielski said:

Well, except for §48:6.

I agree.  For the benefit of those without the book, here is the text of 48:6:

"The use by the secretary of a recording device can be of great benefit in preparing the minutes, but a transcription from it should never be used as the minutes themselves".

Edited to add:  Mr. Novosielski  made his post above with the same information while I was typing this post.  I apologize for the duplication.

Edited May 11, 2021 at 05:30 PM by Richard Brown
Added last paragraph

[Guest Civic Association Member]

Access to audio recordings by Members of the Board of Directors:

Based on my understanding, notes (handwritten, typed, audio and audiovisual records) taken by any elected representative of an organization become official records of the organization. Examples would include notes typed up during a Board meeting by the Secretary or an audio recording made by the Chair of the Bylaws Revision Committee)

Therefore:

1)handwritten, typed, audio or audiovisual recordings made by the Secretary of an association are official records of the association, and

2) are subject to the routine official records retention rules of that association. 

Note: Consistent with other replies on this topic, I understand that none of the above record types become the official minutes. Rather, the minutes are the distilled version of any of the above record types, accurately reflecting only “what was done” at the meeting.  I am more focused on the retention and access to audio recordings by Board Members.

3)Access to official records is commonly determined based on the type of record/meeting and one’s membership status within the organization.  Access to official records is generally considered “unfettered” for Members of the Board of Directors. Further, access to association records is often clarified by state statute, if not otherwise clarified in organizational documents or custom.

Here is my position, applying the above set of points:

As an elected Director of the Governing Board, I attend, speak at, and (along with all Board members) have given approval to be recorded at Board and General membership meetings.  As an elected Director, I am entitled to “unfettered access” to the official records of the organization, including the audio recording made by the Secretary (even if the purpose for the Secretary was simply to compose minutes). This especially true if a request is made weeks before the minutes are available and the audio recording exists in its its original form. 

I would love clarification from someone.  Does anyone know which points are accurate and which are not. As examples: 

1)whether the “notes” (in any format) are indeed an official work product and subject to retention.

2)whether all available records are available to a member of the Board of Directors?  

3) If available, are they available only in the presence of the Secretary or may a copy be provided to the Member of the Board of Directors? 
 

Any specific references to sections in RONR to support or refute this logic will be greatly appreciated. 

 

 

[Josh Martin]

On 2/20/2023 at 3:37 PM, Guest Civic Association Member said:

1)whether the “notes” (in any format) are indeed an official work product and subject to retention.

RONR has no rule on this matter. An organization is free to adopt its own rules on this subject if it wishes. As you suggest, it may also be there are such rules in applicable law. Such rules would take precedence over RONR.

There are certain documents for which RONR has rules pertaining to their maintenance and access, but RONR does not have rules providing that "'notes' (in any format) are indeed an official work product and subject to retention." As noted above, the statement "The use by the secretary of a recording device can be of great benefit in preparing the minutes, but a transcription from it should never be used as the minutes themselves." is the full extent of what RONR says pertaining to recordings of meetings.

On 2/20/2023 at 3:37 PM, Guest Civic Association Member said:

2)whether all available records are available to a member of the Board of Directors?  

RONR does not have any rule granting board members access to "all available records." An organization is free to adopt its own rules on this subject if it wishes. It may also be there are such rules in applicable law. Such rules would take precedence over RONR.

RONR does have rules pertaining to access to certain types of records. But the recordings of meetings are not among these. Further, RONR does not provide that a board member has "unfettered" access to such records, but instead has access only to the records of assemblies for which the person is a member. A board member, for example, would have access to the minutes of meetings of the membership and the board, but not the minutes of an Executive Committee (unless the board member is also a member of the Executive Committee).

"8) To maintain record book(s) in which the bylaws, special rules of order, standing rules, and minutes are entered, with any amendments to these documents properly recorded, and to have the current record book(s) on hand at every meeting." RONR (12th ed.) 47:33(8)

"Records of the secretary. When written reports are received from boards or committees, the secretary records on them the date they were received and what further action was taken on them, and preserves them among his records. It is not necessary for an assembly to vote that a board or committee report be “placed on file,” as that is done without a vote.

Any member has a right to examine these reports and the record book(s) referred to in 47:33(8), including the minutes of an executive session, at a reasonable time and place, but this privilege must not be abused to the annoyance of the secretary. Members are free to share their contents with others, except for any content protected by the secrecy of an executive session that has not been lifted (see 9:26). The same principles apply to records kept by boards and committees, these being accessible to members of the boards or committees (see also 49:17–19). When a committee requires certain records for the proper performance of its duties, the secretary turns them over to the committee chairman—after consulting with the president in any cases where he or she is in doubt. The corporation law of each state frequently provides for the availability of records of any group incorporated in that state." RONR (12th ed.) 47:35-36

On 2/20/2023 at 3:37 PM, Guest Civic Association Member said:

3) If available, are they available only in the presence of the Secretary or may a copy be provided to the Member of the Board of Directors? 

Strictly speaking, the rules in RONR only grant members the right to examine the reports and record books. RONR does not grant members a right to copies. An assembly could, if it wishes, limit access so that members may only examine the records in the presence of the Secretary. In my experience, most organizations find that to be rather tedious (both for members and for the Secretary) and provide more convenient methods of access, but that is at the organization's discretion. I would also note, to be clear, that nothing in RONR prohibits a member from being provided with a copy.

An organization is free to adopt its own rules on this subject if it wishes. It may also be there are such rules in applicable law. Such rules would take precedence over RONR.

I will note that I am not necessarily saying your understanding that "As an elected Director, I am entitled to “unfettered access” to the official records of the organization, including the audio recording made by the Secretary (even if the purpose for the Secretary was simply to compose minutes)." is incorrect. I am simply saying that, to the extent such a right exists, it would need to be found in the organization's rules or applicable law. RONR does not convey such a right. The rules in RONR relating to access to records are much more limited in scope.

Edited February 20, 2023 at 10:14 PM by Josh Martin

[Richard Brown]

Agreeing with Josh Martin, if this organization is incorporated there might be state statutes regarding the records of the organization that members are entitled to inspect.  Those statutes would trump the rules in RONR.