How to change a motion after previous minutes have been approved?

[Guest Dave]

🙂

[Josh Martin]

On 11/3/2023 at 7:08 AM, Guest Dave said:

How to change a motion after previous minutes have been approved?

I would first note that whether the minutes have or have not been approved is immaterial. The minutes are a record of what was done at the meeting. There is nothing to change with regard to the minutes, because even if the motion itself is now amended, that doesn't change what the text of the motion was at the time of the meeting.

In any event, the proper motion to use is the motion to Amend Something Previously Adopted. This motion requires for its adoption a 2/3 vote, a vote of a majority of the entire membership, or a majority vote with previous notice.

[Rob Elsman]

See RONR (12th ed.) §35.

[Gary Novosielski]

Agreeing with @Josh Martin, I would point out a distinction that I think needs finer drawing, since it is often misunderstood:

When you move to Amend Something Previously Adopted, you must make sure you understand what you are amending.  There are two possible uses for this amendment in the situation you describe, only one of which will probably apply.

• You may be amending a motion which, although properly adopted, properly recorded in the minutes, and not yet completed, is now considered to be a bad idea, or is in need of some other adjustment that was not included in the original motion.  This is the situation that I believe, and I think Josh believes, is what you're asking about; but
• You may be amending the minutes which have already been approved.  You would only do this if the original motion was adopted (or even rejected), but for some reason it was improperly recorded in the minutes of that meeting, and overlooked during the normal process of reading and approval of minutes.  Amending the minutes does not ever have any effect on the motion itself, or what actions are properly to be carried out.  It is only a paperwork correction to ensure that the minutes are an accurate record, not of what should have been done, but of what was really done at the meeting, even if what was done was later discovered to be ill advised, impossible, ridiculous, or illegal¹.  The minutes should record the truth, and if anything else needs fixing, the first bullet point above would apply.

Edited to add: 

¹In general, illegal actions, or shall we say matters which could become the subject of litigation, should probably be discussed during executive session, and the minutes thereof should remain confidential.  This is not legal advice, consult an attorney.  

Edited November 3, 2023 at 06:16 PM by Gary Novosielski

[Guest Follow Up Question]

At my next board meeting I would like to amend a motion that was passed at our previous meeting. I plan to notify the board of my intent. Do I need to request that an agenda item be added, or is it sufficient to  simply notify them?

Back Story - 

We were reviewing CIP requests voting on each one to send on for further review, or nix. At the end of reviewing all of them we had a motion to pass the items on that had been approved. Each item was listed, and one was omitted in error that had received sufficient votes to pass on.

Can I simply notify that I plan to make a motion to amend?

Thank you. This is my first year on the board and I am still learning.

[Joshua Katz]

On 11/13/2023 at 9:46 AM, Guest Follow Up Question said:

I plan to notify the board of my intent.

Check your bylaws and other rules to see if there are any special rules for giving notice. If not, check RONR to make sure you give notice appropriately. Note that notice given outside a meeting must include the full language of the motion.

On 11/13/2023 at 9:46 AM, Guest Follow Up Question said:

Do I need to request that an agenda item be added, or is it sufficient to  simply notify them?

It sounds like your board is in the practice of using agendas for its meetings. Certainly the *easiest* way to accomplish this is to request an agenda item. But there are other ways. If the draft agenda at the meeting does not have your item, you can move to amend it before it is adopted. You can also move to amend it after it is adopted, but the vote threshold is higher. Or you can move to suspend the rules to make your motion. Or you can make it when new business is in order. 

On 11/13/2023 at 9:46 AM, Guest Follow Up Question said:

We were reviewing CIP requests voting on each one to send on for further review, or nix. At the end of reviewing all of them we had a motion to pass the items on that had been approved. Each item was listed, and one was omitted in error that had received sufficient votes to pass on.

I do not quite understand what happened. If it passed but the minutes incorrectly omit it, you don't need a motion to amend the motion, you need one to amend the minutes.

On 11/13/2023 at 9:46 AM, Guest Follow Up Question said:

Can I simply notify that I plan to make a motion to amend?

Not if you want the lower vote threshold that comes with giving notice. See above.

[Guest Colleen]

Thank you Joshua. Maybe i should explain more. We had a single agenda item to review 10 items. We passed items 2,4,5,7,8,9,10 and did not pass items 1,3, and 6. Then the final motion to send the  approved items to the CIP Committee included items 4,5,7,8,9,10 and EXCLUDED items 1,2,3, and 6. We voted to approve the final motion. 

Only after the meeting did we discover that Item 2 which should have been included in what we sent forward was mistakenly excluded.

As I understand your response, it sounds like i can request the agenda item to Amend the motion from the previous meeting.

Thank you.

[Joshua Katz]

On 11/13/2023 at 10:45 AM, Guest Colleen said:

Thank you Joshua. Maybe i should explain more. We had a single agenda item to review 10 items. We passed items 2,4,5,7,8,9,10 and did not pass items 1,3, and 6. Then the final motion to send the  approved items to the CIP Committee included items 4,5,7,8,9,10 and EXCLUDED items 1,2,3, and 6. We voted to approve the final motion. 

 

In light of this information, I wonder if all this trouble (and increased vote threshold) is needed. Since this is a new session, you could just move item 2 anew, as these items all stand separately, it sounds like. 

In any case:

On 11/13/2023 at 10:45 AM, Guest Colleen said:

As I understand your response, it sounds like i can request the agenda item to Amend the motion from the previous meeting.

 

You can but, as I noted, you should also give previous notice of your motion, including its full text, so that the voting threshold will be a majority instead of 2/3.

[Gary Novosielski]

On 11/13/2023 at 10:45 AM, Guest Colleen said:

Thank you Joshua. Maybe i should explain more. We had a single agenda item to review 10 items. We passed items 2,4,5,7,8,9,10 and did not pass items 1,3, and 6. Then the final motion to send the  approved items to the CIP Committee included items 4,5,7,8,9,10 and EXCLUDED items 1,2,3, and 6. We voted to approve the final motion. 

Only after the meeting did we discover that Item 2 which should have been included in what we sent forward was mistakenly excluded.

As I understand your response, it sounds like i can request the agenda item to Amend the motion from the previous meeting.

Thank you.

You don't seem to be the same person as Guest Dave, or Guest Follow.., so I'm not sure what the big picture is here, but...

Please clarify whether item 2 was approved but not properly recorded in the minutes, or whether it was actually omitted from approval, but the minutes correctly reflect that error.  I'm closer to guessing that it is the latter.

If that's right, you need not do anything except make the motion again as if it had never been made.  There is no higher threshold required, with or without prior notice.  There is no such motion as Amend Something Never Adopted because there is nothing to amend.

[Atul Kapur]

If I understand correctly, this has nothing to do with the minutes but with the final motion to send the approved items to the CIP Committee.

I believe the simplest solution would be to add item 2 from the last meeting to the final motion for the next meeting. So that the final motion at the next meeting would be to the CIP committee everything that was approved at the current meeting plus item 2 from the previous meeting.

To avoid this problem in the future, the motion to approve each individual item could be reworded to approve the item and forward it to the CIP Committee. This avoids the bulk motion at the end of the meeting.

Edited November 13, 2023 at 06:37 PM by Atul Kapur