"As presented" vs. "as amended"

[Guest Guest Board Member]

At a recent meeting, a list of six projects and their corresponding budgets were presented to our board. After board discussion, the scope of one project changed, reducing the its budget, and a seventh project was added to the list. A motion was made "to approve the priority recommendations for Capital Projects as presented" and passed.   I am concerned that motion should have read "to approve... AS AMENDED". 

Did we unintentionally approve the original list of projects and not the updated list? If so, what would be a prudent next step?

[Joshua Katz]

Well, it is difficult to answer this question because RONR envisions a different process. In that process, a motion would be made "I move that these 6 projects be approved." There would be debate and amendment, with the amendments reflected in the minutes, followed by a vote on the motion, which the Secretary would not as "The motion as amended was adopted."

But here, we had what sounds like a presentation, followed by debate without a motion, followed by a motion which included the terms the Secretary would ordinarily use. If this is a small board, that is permissible, but I maintain it remains suboptimal. 

I don't think you unintentionally approved the original list; the rules are made for our use, not to use us. But the question remains, what to do? You can't amend the minutes because you'd be falsifying them. Perhaps the assembly can order the secretary to include an explanatory note.

[puzzling]

It us just a bad motion especially if the original was amended. What do the minutes say about the amendments?

Next time include the motion in full as adopted.

 

[Josh Martin]

On 8/14/2023 at 11:48 AM, Guest Guest Board Member said:

At a recent meeting, a list of six projects and their corresponding budgets were presented to our board. After board discussion, the scope of one project changed, reducing the its budget, and a seventh project was added to the list. A motion was made "to approve the priority recommendations for Capital Projects as presented" and passed.   I am concerned that motion should have read "to approve... AS AMENDED". 

Did we unintentionally approve the original list of projects and not the updated list? If so, what would be a prudent next step?

It seems to me the board did, in fact, approve the original list of projects, and the prudent next step is to amend the motion at the next meeting.

I don't think this motion should simply read "to approve... as amended," but should instead specify the specific projects which are approved, or (if the recommendations were already included in the minutes), the motion could include the manner in which the projects have been amended from the original recommendations.

Hopefully the lesson that is learned from this is that motions need to be detailed enough so that members know what they're actually voting on, and so that by reviewing the minutes, members can determine what was actually approved.

On 8/14/2023 at 12:08 PM, Joshua Katz said:

I don't think you unintentionally approved the original list; the rules are made for our use, not to use us.

You think that if the board adopted a motion "to approve the priority recommendations for Capital Projects as presented," the board did not, in fact, approve the recommendations as presented?

Edited August 14, 2023 at 06:05 PM by Josh Martin

[Joshua Katz]

On 8/14/2023 at 1:04 PM, Josh Martin said:

You think that if the board adopted a motion "to approve the priority recommendations for Capital Projects as presented," the board did not, in fact, approve the recommendations as presented?

Perhaps I'm at risk of losing my good originalist credentials (I'm not a textualist, fwiw) but I think it matters that no one voting on it likely thought they were approving the first set of recommendations.

The fact that what they, in fact, approved is in debate, is a good argument for fixing this, though. I agree with your approach of amending the motion.

[Guest Guest Board Member]

To provide more context, this took place at a special meeting of a board of education. The citizens of our district approved a capital improvement bond for the first time in decades, and this was a discussion about how to set project priorities. The vote was not unanimous, and the discussion was contentious. Unfortunately there is not a recording of the meeting/motion to reference (which is a violation of our bylaws, another issue for another day). Board members had different interpretations of the motion, specifically whether or not this binds the board to complete the projects or just prioritize the request for firm bids (budget numbers were ballpark).

So there are a few issues to straighten out, but I certainly would like to recommend the proper procedural solution, whether that be an amended motion, a rescission of the vote, or letting sleeping dogs lie!

I also think, in retrospect, we should have motioned each of the projects separately, and not in one motion.

Thanks for your input!

[puzzling]

I would suggest to rescind the mess and then adopt clear motions that a majority agree to.

For rexconding the mess  is a 2/3 vote needed ( a majority ileoth previous notice)

And then adopt the motions (preferably one per project, stating how much is budgetted for hat project and if it binds the board to complete the project)

A motion should be formulated such that all members have the same interpretation of what the motion means.

[Joshua Katz]

On 8/14/2023 at 3:07 PM, puzzling said:

For rexconding the mess  is a 2/3 vote needed ( a majority ileoth previous notice)

 

You might wish to reword this one.

[Gary Novosielski]

Check with your attorney before assuming that a 2/3 vote is required.  In public bodies, it is often the case that amendments to things previously adopted require only a majority vote.

If substantial debate on these matters took place at the meeting, yet the minutes do not record any amendments having been agreed to, I don't know what to say.  Did the Secretary/Clerk fall asleep? 

Get everything laid out on paper, and move it at the next meeting, down the the last decimal point, and then don't just approve it "as printed" but include the numbers in the minutes.

[Josh Martin]

On 8/14/2023 at 2:33 PM, Guest Guest Board Member said:

To provide more context, this took place at a special meeting of a board of education. The citizens of our district approved a capital improvement bond for the first time in decades, and this was a discussion about how to set project priorities. The vote was not unanimous, and the discussion was contentious. Unfortunately there is not a recording of the meeting/motion to reference (which is a violation of our bylaws, another issue for another day). Board members had different interpretations of the motion, specifically whether or not this binds the board to complete the projects or just prioritize the request for firm bids (budget numbers were ballpark).

So there are a few issues to straighten out, but I certainly would like to recommend the proper procedural solution, whether that be an amended motion, a rescission of the vote, or letting sleeping dogs lie!

I also think, in retrospect, we should have motioned each of the projects separately, and not in one motion.

Based on the additional context that this is a public body and appears to involve matters that may have additional requirements in law, I would advise that the board consult its clerks and attorneys on this matter, as it may well be that the organization's rules and/or applicable law say something on this subject which will take precedence over RONR.

Edited August 15, 2023 at 01:20 AM by Josh Martin

[Gary Novosielski]

Regarding the recording of meetings, RONR says this: 

48:6
The use by the secretary of a recording device can be of great benefit in preparing the minutes, but a transcription from it should never be used as the minutes themselves.
 

It is the actual minutes of the meeting, and not the recording, which are the official record of what occurred.

 

[Atul Kapur]

On 8/14/2023 at 4:07 PM, puzzling said:

For rexconding the mess  is a 2/3 vote needed ( a majority ileoth previous notice)

 

On 8/14/2023 at 5:31 PM, Joshua Katz said:

You might wish to reword this one.

In other words, you recommend that @puzzling "rexcond the mess" he wrote?

[Gary Novosielski]

Beware the rexcond bird and shun the frumious ileoth.

[puzzling]

I rescind everything,  (my fingers are to big for my keyboard)

[Rob Elsman]

I feel sure @puzzling meant "two big". 🙂

[Gary Novosielski]

On 8/16/2023 at 11:26 AM, Rob Elsman said:

I feel sure @puzzling meant "two big". 🙂

I think the fault must lie with the keyboard.  The fingers were there first.