How to record unanimous consent in the minutes.

[Guest Richard S.]

If a board made a decision using unanimous consent, how should that be recorded in the minutes? Could it be as simple as stating: "The board agreed that...?" Or should it specify the use of unanimous consent? For example: "The board gave unanimous consent to ..."

[Phil D]

I don’t think you need to include a reference to unanimous consent at all, unless some superseding rule or affirmative directive of the assembly requires it. 
 

Section 48 covers minutes. Generally, only the adoption or rejection of a motion in its final form needs to be recorded, not the threshold required or mode of voting.
 

Only 48:5, 2 prescribes inclusion of details of voting in the minutes, and there only for votes in which an actual tally of votes was ordered: a counted vote, ballot vote, or roll-call vote. Unanimous consent is not one of the circumstances.

That said, bylaws might direct the secretary to include such information. Or the assembly could vote for it to be included. If that were the case, I would use: “The motion by [mover], that the Society [take some action] was adopted by unanimous consent.”

Edited May 27, 2022 at 10:24 AM by Phil D

[Guest Richard S.]

Thank you for your response. A supplementary question.
If there was no requirement that the secretary included such information and if you were reading minutes from a board which stated: "The board agreed to [take some action]," would that be sufficient to indicate a decision of the board? There was no indication that anyone moved the proposal. Neither was there an indication that the Chair put the proposal to the board for its consideration. Are either of those required for a record of unanimous consent in the minutes?

[Phil D]

Fundamentally, the minutes act as a record of what the deliberative assembly did. In other words, it helps keep track of what decisions were made so that later on the assembly can make sure those decisions are executed. They also act to keep a procedural record sometimes, when it matters to keep track of unfinished business. 

48:5, 1 states that the name of the mover “should” be included in the minutes. Should is not must. To be honest, I don’t 100% understand the importance of noting who raised a motion every time (though perhaps other parliamentarians will chime in with their understanding of the background of that prescription). The failure to include the mover is contrary to RONR’s very strong recommendation, but does not seem fatal to the objective of the minutes otherwise. 

All of which is to say that your proposed “The Board agreed to [x]” is not 100% correct as far as RONR goes but if it captures what your Board decided such that interested parties could figure it out later on, it’s probably good enough. 

 

[George Mervosh]

NAP adopted a special rule of order to eliminate the maker of motion from board meeting minutes, and it seems clear it was done to reduce transparency. But I digress.