Recusing Members and Taking Minutes

[Guest GioPasq1995]

I encountered a situation with a board of directors and wanted to see what should've happened.  Both the President of the Board and the Secretary/Treasurer were asked to recuse themselves from discussion.  They did, however, it is unclear if minutes were taken on the discussion that ensued.  First, can both the President of the Board and the Secretary/Treasurer be asked to recuse themselves at the same time?  Second, does the discussion that ensued have to be included in the meeting minutes?  Thank you!

[Atul Kapur]

They can, but under RONR are under no obligation to do so.

Discussion is never included in the minutes according to RONR.

[Gary Novosielski]

On 4/10/2023 at 5:49 PM, Guest GioPasq1995 said:

I encountered a situation with a board of directors and wanted to see what should've happened.  Both the President of the Board and the Secretary/Treasurer were asked to recuse themselves from discussion.  They did, however, it is unclear if minutes were taken on the discussion that ensued.  First, can both the President of the Board and the Secretary/Treasurer be asked to recuse themselves at the same time?  Second, does the discussion that ensued have to be included in the meeting minutes?  Thank you!

Under the rules of RONR, there are conditions where members should not vote, due to a direct personal interest in the matter, not shared with other members.   But even that rule does not suggest that they leave the meeting or even refrain from debate--only abstain from voting.  And even when they should not vote, the cannot be compelled not to vote.

What is your understanding of what "recusal" involves.  What did they agree to?   And what is the importance of the minutes in relation to this?

Edited April 11, 2023 at 03:15 AM by Gary Novosielski

[Richard Brown]

Agreeing with Dr. Kapur, the minutes should reflect what was DONE at a meeting, not what was SAID.  Points in debate are not included in the minutes unless your organization has a special rule requiring it. 

Under the rules in RONR, no member can be prevented from speaking in debate.  In regular assemblies, the presiding officer should relinquish the chair if he wants to debate an issue (something that should happen only very rarely), but that rule does not apply to the secretary.  In boards of no more than about a dozen members and in committees, the chair can participate in debate just like all other members pursuant to the "small board rules" unless you have a customized rule to the contrary.