Board member wants his opposition to a vote recorded

[Guest Donna B]

We held a special meeting to make a motion to approve the hiring of a new CEO. One board member opposed and wants it recorded in the minutes. What wording should be used? Can this be called an in-camera meeting? Having this opposition to the vote recorded would negatively affect the relationship between the CEO and the board member. Also, this is not something other staff should see.

[Rob Elsman]

The board member had the opportunity to move that the vote on the motion be taken by recorded vote, and a majority vote would have been necessary to adopt the motion. Now, it is too late. The member is free to write something in his personal journal, if he wishes.

As to the characteristics of this incidental motion, see RONR (12th ed.) §30.

Edited October 19, 2023 at 12:03 AM by Rob Elsman

[Atul Kapur]

Some corporate statutes give a director the right to have their dissent recorded.

If that doesn't apply to your organization, then see Mr. Elsman's response above.

[Gary Novosielski]

On 10/18/2023 at 7:53 PM, Guest Donna B said:

We held a special meeting to make a motion to approve the hiring of a new CEO. One board member opposed and wants it recorded in the minutes. What wording should be used? Can this be called an in-camera meeting? Having this opposition to the vote recorded would negatively affect the relationship between the CEO and the board member. Also, this is not something other staff should see.

Unless the vote was taken by roll-call (yeas and nays), individual votes would not be recorded in the minutes.  This member could request that his opposition be recorded in the minutes, but cannot demand it.  A majority vote of the board would be needed to approve the request.  And under the circumstances as you describe them, I would not favor doing so.

If the member wants to, he can go up to the new CEO and say, "Hey, pal, just so you know, I voted against you."  I would not favor doing that either.🤐