Minutes correction

[glaufman]

At my club Regular Board Meetings are always held three days before the monthly General Membership Meeting.  By tradition, the minutes of these board meetings are read at the general meetings, before they have been corrected and approved by the board.  In my position as 2nd VP, I am a member of the Board ex-officio.  The President (also a member of the board ex-officio) is in the habit of reviewing/correcting these board minutes before they are read at the general meeting. 

The Secretary sent me a copy of their minutes ahead of the General meeting, to which I offered a few corrections.  This incurred the wrath of the President who told me I had overstepped my bounds etc etc.  It's my contention that as these minutes (perhaps more properly "draft minutes" but I don't think that is understood by the membership) have not been corrected and approved by the board, It is the right of anyone on that board (who wants to) to review and correct those minutes.  I realize there is the danger of there being disagreement over the minutes, but I feel this is a necessary evil, even if it is explained to the membership that these are Draft minutes, not yet corrected and approved, in the first general meeting of the year these draft minutes were read with egregious errors.

What do we think?

[Joshua Katz]

On 2/20/2022 at 11:32 AM, glaufman said:

It's my contention that as these minutes (perhaps more properly "draft minutes" but I don't think that is understood by the membership) have not been corrected and approved by the board, It is the right of anyone on that board (who wants to) to review and correct those minutes. 

Not quite. It is the job of the Secretary to prepare (as you note) draft minutes and present them for approval. If they are distributed, it is helpful to offer corrections, but the Secretary is not obligated to implement them, or indeed to even consider them. At the meeting, they can be presented as amendments, and then it is your right to offer them.

On 2/20/2022 at 11:32 AM, glaufman said:

By tradition, the minutes of these board meetings are read at the general meetings, before they have been corrected and approved by the board. 

This is a bad tradition.

[glaufman]

On 2/20/2022 at 11:52 AM, Joshua Katz said:

the Secretary is not obligated to implement them, or indeed to even consider them

Fair enough,  but the secretary is amenable. 

 

On 2/20/2022 at 11:52 AM, Joshua Katz said:

At the meeting, they can be presented as amendments, and then it is your right to offer them.

Just to be clear,  at the general meeting?  When that body does not approve those minutes? In one case this was too late to offer meaningful corrections.   At the board meeting a conversation was had about a particular member,  whose name should have been stricken from the minutes,  but the member was called out when the board minutes were read at the general meeting,  causing irreparable harm. 

 

On 2/20/2022 at 11:52 AM, Joshua Katz said:

This is a bad tradition

Agreed,  if only because they have not yet been approved,  right?  I am not going to win that fight.   

So,  did i overstep my bounds by offering corrections before the draft minutes were read at the general meeting?

[Joshua Katz]

On 2/20/2022 at 12:05 PM, glaufman said:

Fair enough,  but the secretary is amenable. 

 

Then the President is not involved and shouldn't make himself involved. But the challenge in your case is how all this interacts with your organization's custom of presenting draft minutes in a manner that could lead people to think they are approved minutes. As I see it, though, the draft is under the unilateral control of the Secretary, including accepted or not corrections.

On 2/20/2022 at 12:05 PM, glaufman said:

Just to be clear,  at the general meeting?  When that body does not approve those minutes?

Sorry to be unclear - no, at the next board meeting, where they will be approved.

On 2/20/2022 at 12:05 PM, glaufman said:

At the board meeting a conversation was had about a particular member,

Then you've got another problem: the minutes should be a record of what was done, not what was said. Discussion should not appear in the minutes.

On 2/20/2022 at 12:05 PM, glaufman said:

Agreed,  if only because they have not yet been approved,  right?  I am not going to win that fight.   

 

Right. 

On 2/20/2022 at 12:05 PM, glaufman said:

So,  did i overstep my bounds by offering corrections before the draft minutes were read at the general meeting?

In my opinion, no. But overstepping bounds is a matter of social expectations, not parliamentary procedure. So far as RONR is concerned, there is nothing wrong with what you did. The President seems not to like it, though.

[Atul Kapur]

On 2/20/2022 at 12:05 PM, glaufman said:

At the board meeting a conversation was had about a particular member,  whose name should have been stricken from the minutes, 

Now we get to the real problem. This conversation should never have been recorded in the minutes in the first place. Minutes record what was done, not what was said. 

But, to answer your other question

 

Until they are approved (by the board), the draft minutes are the responsibility of and under the control of the Secretary. No one else - not the president, not you - can make corrections before they've been presented for approval. You can suggest them but it's the Secretarys decision whether to incorporate them in the draft.

[glaufman]

Thank you

[glaufman]

I'd like to summarize in case I show this to others.

1. The first issue is the minutes noting a conversation, not simply what motions were made, decided.

2. Second issue is draft minutes from the board meeting being presented to the general membership before they have been properly corrected (if necessary) and approved by the board.

3. If #2 is going to happen anyway, because its a long standing tradition and the membership demands to know what was done, it's not appropriate to voice corrections at that general meeting?

4. Therefore it may be helpful to review this draft and  offer suggestions ahead of that reading, but the secretary is not bound to accept them, until the next board meeting when they can be voted on.

5. In this review, the President has no more power than anyone else from the board, and has no power to determine who can review ( and who can offer these suggestions).

 

[Gary Novosielski]

On 2/20/2022 at 12:05 PM, glaufman said:

Fair enough,  but the secretary is amenable. 

Then I don't see how the above scenario could have occurred.  If the president submitted some corrections to the secretary and you submitted others, whatever language the secretary was amenable to including in the draft minutes would be what was read at the membership meeting.  If the president didn't like it, his quarrel was with the secretary not with you.

And if members do not understand that the minutes being read are only draft minutes and subject to later correction, that is not the fault of the members, but of whoever is reading them without prefacing them with a statement that they are only draft minutes and subject to later correction.

[Guest Zev]

On 2/22/2022 at 4:32 PM, Gary Novosielski said:

And if members do not understand that the minutes being read are only draft minutes and subject to later correction, that is not the fault of the members, but of whoever is reading them without prefacing them with a statement that they are only draft minutes and subject to later correction.

And if that understanding is not crystal clear, then one beautiful day in the future the minutes of the board will be read, no person in the assembly will object, at the next meeting of the board a correction will be approved, and then the membership will eventually discover what took place and imagine that they were intentionally deceived, with a huge ensuing fight. As Mr. Katz has said, "This is a bad tradition." My suggestion is to ditch this tradition and have the board's minutes book at hand at the membership meetings, and if the assembly adopts a motion to have a particular portion of it read, then that can be done for any board meeting minutes that have already been approved.

[glaufman]

On 2/22/2022 at 7:32 PM, Gary Novosielski said:

Then I don't see how the above scenario could have occurred.  If the president submitted some corrections to the secretary and you submitted others, whatever language the secretary was amenable to including in the draft minutes would be what was read at the membership meeting.  If the president didn't like it, his quarrel was with the secretary not with you.

2 different scenarios.

1. First boat meeting the secretary was not available.  President took her own minutes and read them at the general meeting.  I do not know if they were reviewed by anybody, but not by me, I hadn't thought of asking.

2. Now President insists that review of these minutes is at her discretion.  She has the right and noone else does unless she says so.

 

[glaufman]

Although I understand what everyone is saying regarding the reading of these minutes, since I think the membership will force it by vote to make it continue, taking that as a given, then:

My opinion is two sets of eyes are better than one, and that there is no legitimate reason to deny access to one who wants to help.

Review is in the best interest of the society and is the only way to avoid what Zev outlined above.  (And it now occurs to me that in his scenario without multiple reviews this could actually be used to purposefully deceive)

[Joshua Katz]

On 2/23/2022 at 9:18 AM, glaufman said:

1. First boat meeting the secretary was not available.  President took her own minutes and read them at the general meeting.  I do not know if they were reviewed by anybody, but not by me, I hadn't thought of asking.

2. Now President insists that review of these minutes is at her discretion.  She has the right and noone else does unless she says so.

 

Well wait a second. If the president was serving as secretary pro tem (who was presiding?), then the draft minutes he prepared are the same draft minutes we discussed earlier, except that it is the person who prepared them - i.e., the president, who can control what goes into the draft.

[glaufman]

When the first scenario happened there was no request to review the minutes in advance. 

And yes,  she appointed herself secretary pro tem, no vote, and presided as well

Edited February 24, 2022 at 02:43 PM by glaufman

[Atul Kapur]

On 2/24/2022 at 9:42 AM, glaufman said:

And yes,  she appointed herself secretary pro tem, no vote, and presided as well

She can do that if no one objects. If people sit quietly and let that happen, that's on them. Members do not need to wait for an invitation to propose a different secretary pro tem.

[Gary Novosielski]

On 2/23/2022 at 9:28 AM, glaufman said:

Although I understand what everyone is saying regarding the reading of these minutes, since I think the membership will force it by vote to make it continue, taking that as a given, then:

My opinion is two sets of eyes are better than one, and that there is no legitimate reason to deny access to one who wants to help.

Review is in the best interest of the society and is the only way to avoid what Zev outlined above.  (And it now occurs to me that in his scenario without multiple reviews this could actually be used to purposefully deceive)

Unless you have some oddball bylaws, the minutes must be Read (unless draft copies are provided) and Approved (not reviewed) by the body whose minutes they are. The approval process may involve offering of corrections by members of the assembly.  If the corrections are not unanimously accepted, they are agreed to by majority vote.  Once there are no (more) corrections offered the minutes stand Approved.

No one person has the right to approve the minutes, unless the assembly sits on their hands and says nothing, in which case she gets away with it.

[glaufman]

Of course.  That occurs the next time the board meets.