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minutes held hostage


Guest rdavest

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I am the secretary of the Architectural Control Board (ACB).

 I sent out a draft of the minutes via email. One committee member responded that he would vote “no” at the next meeting when asked if the minutes are approved. I requested his revisions and he refused. I will not be at the next meeting.

Can the next meeting take place if minutes from the previous meeting are not approved? If the 2nd meeting ensues and the secretary is not present, does the substitute have the authority to change the minutes and the committee approve those minutes?

 

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Well, there's a lot going on here. First, to answer your specific questions...

On 6/13/2023 at 4:57 AM, Guest rdavest said:

Can the next meeting take place if minutes from the previous meeting are not approved?

Yes.

On 6/13/2023 at 4:57 AM, Guest rdavest said:

If the 2nd meeting ensues and the secretary is not present, does the substitute have the authority to change the minutes and the committee approve those minutes?

No to the first part and yes to the second.

The Secretary Pro Tempore is chosen for the purpose of drafting minutes of the current meeting and does not have the authority, on his own, to change the draft minutes of a previous meeting.

The board itself, however, has the authority to order changes to the minutes, by majority vote, whether the regular Secretary is present or not.

Now to some more general issues...

On 6/13/2023 at 4:57 AM, Guest rdavest said:

 I sent out a draft of the minutes via email. One committee member responded that he would vote “no” at the next meeting when asked if the minutes are approved. I requested his revisions and he refused. I will not be at the next meeting.

I don't know the nature of the proposed revisions (and apparently neither do you) so I am not certain whether the revisions, on the merits, should be approved. I will simply note as a general matter that the minutes are supposed to be a record of what was done, not what what was said, and that the purpose of approving the minutes is to ensure they are an accurate and complete record of what occurred at the meeting. More detailed rules concerning the contents of the minutes are found in RONR (12th ed.) 48:2-8.

When the minutes are pending for approval, if a member disagrees with the contents of the minutes in some respect, the member should suggest a correction. Generally, such corrections are adopted by unanimous consent, but if there is disagreement, the matter is settled by majority vote. While it is the Secretary's role to draft the minutes, the Secretary acts under the board's direction in this matter. The board has the ultimate say on the contents of its minutes.

After the corrections (if any) are handled, the chair should simply declare the minutes approved. There is no purpose in taking a final vote on the approval of the minutes, because not approving minutes isn't an option. The question is simply what the contents of the minutes shall be. If the board is not ready to approve the minutes at the present time, then the proper tool would be a motion to postpone the minutes to the next meeting. It is not proper to simply vote "no" on approving the minutes.

Nonetheless, if the board (incorrectly) takes a vote on the approval of the minutes, a majority vote is sufficient for adoption, so unless this board is very small, a single member won't be sufficient to prevent the adoption of the minutes. In the event the minutes are not approved, the minutes will come up for consideration again at the next meeting, just as if they had been postponed.

Edited by Josh Martin
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On 6/13/2023 at 5:57 AM, Guest rdavest said:

 I sent out a draft of the minutes via email. One committee member responded that he would vote “no” at the next meeting when asked if the minutes are approved. I requested his revisions and he refused. I will not be at the next meeting.

If the chair knows the rules, that can't happen.  There should never be a vote on approval of minutes.  The only valid way to object to the contents of the minutes is to offer a correction. Anyone who does not do so is presumed to approve of the draft minutes.

So when (and if) any (or all) corrections are dealt with (agreed to or otherwise) the chair declares the minutes approved.

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