Recording a dissenting vote against a motion

[Sara Paradisio]

If a director votes against a motion for a specific reason and wants it recorded in the minutes, is there any reason why their reason for voting against could not be recorded in the minutes?

Thanks.

[George Mervosh]

9 minutes ago, Sara Paradisio said:

If a director votes against a motion for a specific reason and wants it recorded in the minutes, is there any reason why their reason for voting against could not be recorded in the minutes?

Thanks.

He has no right to have his vote recorded.  The request can be granted by majority vote.  RONR (12th ed.), 48:3  

[Sara Paradisio]

Thank you George.

What if by voting for a motion, the other directors are voting for an illegal activity that the first director does not want to be seen as having supported? Is there a way to record this?

 

[Weldon Merritt]

3 minutes ago, Sara Paradisio said:

Thank you George.

What if by voting for a motion, the other directors are voting for an illegal activity that the first director does not want to be seen as having supported? Is there a way to record this?

 

He still has not right to have his dissent recorded, but his request still can be granted by majority vote.

[Sara Paradisio]

Thank you.

 

[Rob Elsman]

The proper motion to take a vote by roll call is the incidental motion, Motions Related to Methods of Voting and the Polls.  RONR (12th ed.) 30:1-6; 45:45-54.

[Atul Kapur]

@Sara Paradisio I think it important to note that, while the answers above are all correct according to RONR, many laws about corporations do give a dissenting director the right to have their dissent recorded. RONR is clear that such a law, if it does apply to the organization, supersedes the rule in RONR. 

So I suggest you check whether any law that applies to the organization gives the director this right. 

[Gary Novosielski]

I concur with Mr. Kapur, and if all efforts fail, a Point of Order can be raised, either that the dissent must be recorded, or that the main motion violates the bylaws, or violates the law.  Even if the point is ruled not well taken, and even if that ruling sustained on Appeal, the Point of Order would be recorded in the minutes and provide evidence of your dissent.

[Guest Puzzling]

16 hours ago, Sara Paradisio said:

If a director votes against a motion for a specific reason and wants it recorded in the minutes, is there any reason why their reason for voting against could not be recorded in the minutes?

Thanks.

There is a difference between 

1) -recording the name of the members voting against the motion.

And

2) -recording the name of the members voting against the motion and the reasons for doing so.

A roll call would suffice for 1) but not for 2)

Maybe some later version of RONR would give rules for 1) but 2) requires a motion

[Joshua Katz]

2 hours ago, Gary Novosielski said:

I concur with Mr. Kapur, and if all efforts fail, a Point of Order can be raised, either that the dissent must be recorded, or that the main motion violates the bylaws, or violates the law.  Even if the point is ruled not well taken, and even if that ruling sustained on Appeal, the Point of Order would be recorded in the minutes and provide evidence of your dissent.

I agree, but I would also add that, to be clear, adopting a motion for an "illegal activity" is generally not out of order, unless the procedure used to adopt it violates applicable procedural law. 

[Gary Novosielski]

11 hours ago, Joshua Katz said:

I agree, but I would also add that, to be clear, adopting a motion for an "illegal activity" is generally not out of order, unless the procedure used to adopt it violates applicable procedural law. 

Yes, that's why I suggested it might not be well-taken.  If the illegality were other than procedural it would not be, but at least it would still get in the minutes without needing a second or a majority agreement.