Amending adopted minutes to include comments

[Laura Meade]

Member moves to amend previously approved minutes to add his comments from that meeting.

Since Amend Something Previously Adopted is a "bring back" main motion, would the motion (with its detailed comments) be recorded in the minutes of the current meeting, even if it is defeated? 

Would it be recorded even if the motion wasn't seconded or stated to the assembly?

Can the minutes just say, "A motion to amend the minutes of the ___ meeting was defeated"? Or, "was not considered due to lack of a second"?

Can the chair rule it out of order?  

RONR 48:4 (regarding the content of minutes)

"6) all main motions (10) or motions to bring a main question again before the assembly (6:25–27; 34–37) that were made or taken up—except, normally, any that were withdrawn*—stating:
a) the wording in which each motion was adopted or otherwise disposed of (with the facts as to whether the motion may have been debated or amended before disposition being mentioned only parenthetically);"

[Greg Goodwiller, PRP]

On 12/27/2023 at 8:33 PM, Libran said:

Member moves to amend previously approved minutes to add his comments from that meeting.

Since Amend Something Previously Adopted is a "bring back" main motion, would the motion (with its detailed comments) be recorded in the minutes of the current meeting, even if it is defeated? 

Would it be recorded even if the motion wasn't seconded or stated to the assembly?

Can the minutes just say, "A motion to amend the minutes of the ___ meeting was defeated"? Or, "was not considered due to lack of a second"?

Can the chair rule it out of order?  

RONR 48:4 (regarding the content of minutes)

"6) all main motions (10) or motions to bring a main question again before the assembly (6:25–27; 34–37) that were made or taken up—except, normally, any that were withdrawn*—stating:
a) the wording in which each motion was adopted or otherwise disposed of (with the facts as to whether the motion may have been debated or amended before disposition being mentioned only parenthetically);"

If the motion to amend the minutes wasn’t seconded and therefore was not stated by the presiding officer, then it wasn’t a motion, and need not be included in the minutes and all.

[Weldon Merritt]

On 12/27/2023 at 8:45 PM, Greg Goodwiller, PRP said:

If the motion to amend the minutes wasn’t seconded and therefore was not stated by the presiding officer, then it wasn’t a motion, and need not be included in the minutes and all.

I have long though that that's the way it should be. But Official Interpretation 2006-7 says that it is recorded.

[J. J.]

On 12/28/2023 at 1:30 PM, Weldon Merritt said:

I have long though that that's the way it should be. But Official Interpretation 2006-7 says that it is recorded.

It does make sense to include it, though I wish the text would be a bit more clear.  Further, this came up last night in a group I was advising. 

[Weldon Merritt]

On 12/28/2023 at 6:41 PM, J. J. said:

It does make sense to include it, though I wish the text would be a bit more clear. 

I, too, think that the text could be more clear, but I (reluctantly) have to agree with the OI. Nevertheless, I have trouble understanding the logic of including a motion that was never before the assembly at all berceuse it was not seconded, but excluding a motion that was before the assembly but was withdrawn.  

[J. J.]

On 12/28/2023 at 9:43 PM, Weldon Merritt said:

I, too, think that the text could be more clear, but I (reluctantly) have to agree with the OI. Nevertheless, I have trouble understanding the logic of including a motion that was never before the assembly at all berceuse it was not seconded, but excluding a motion that was before the assembly but was withdrawn.  

The logic, in part, is that there is a record of the assembly not approving an action.  That may well come into play if a board should try to take the same action (49:7).

[Weldon Merritt]

On 12/28/2023 at 9:57 PM, J. J. said:

The logic, in part, is that there is a record of the assembly not approving an action.  That may well come into play if a board should try to take the same action (49:7).

But 49:7 says that, "I no action of the board can alter or conflict with any decision made by the assembly." (Emphasis added.) I suppose the lack of a second could be construed as a decision to not approve the motion. But if so, then why is withdrawal of a motion also not equivalent to a decision to not approve it? It is the seeming inconsistency between the two rules that is particularly puzzling to me.

[Dan Honemann]

On 12/29/2023 at 12:16 AM, Weldon Merritt said:

But 49:7 says that, "I no action of the board can alter or conflict with any decision made by the assembly." (Emphasis added.) I suppose the lack of a second could be construed as a decision to not approve the motion.

If a main motion dies for lack of a second, no decision (within the meaning of 49:7) has been made by the assembly.  4:11 makes it clear that a member must be sure that a motion is seconded if he wishes the assembly to go on record as having rejected it.

On 12/29/2023 at 12:16 AM, Weldon Merritt said:

But if so, then why is withdrawal of a motion also not equivalent to a decision to not approve it? It is the seeming inconsistency between the two rules that is particularly puzzling to me.

There is no inconsistency in this respect.  33:18 tells us that, after a motion has been withdrawn, the situation is as though the motion had never been made. 

 

[Joshua Katz]

On 12/29/2023 at 8:45 AM, Dan Honemann said:

If a main motion dies for lack of a second, no decision (within the meaning of 49:7) has been made by the assembly.  4:11 makes it clear that a member must be sure that a motion is seconded if he wishes the assembly to go on record as having rejected it.

On 12/29/2023 at 12:16 AM, Weldon Merritt said:

But if no decision has been made, and the minutes are for recording what was done, not what was said, why does it go into the minutes?

[Laura Meade]

Just making sure I understand,

A main motion that was made but not seconded or stated does go in the minutes, regardless of its content.

And a motion that was made and defeated goes in the minutes, regardless of its content, even if it was a motion to include debate. So the debate ends up in the minutes.

A motion that was stated and later withdrawn does not go in the minutes.

 

[Dan Honemann]

On 12/29/2023 at 9:02 AM, Joshua Katz said:

But if no decision has been made, and the minutes are for recording what was done, not what was said, why does it go into the minutes?

Because one of the things that was done was that a main motion was made by a member.

[Joshua Katz]

If that's the sense of "done" we're using, then it seems to me that another thing that was done was the withdrawing of a motion by its maker before it was stated, regardless that this does not change the parliamentary situation.

[Dan Honemann]

On 12/29/2023 at 9:42 AM, Joshua Katz said:

If that's the sense of "done" we're using, then it seems to me that another thing that was done was the withdrawing of a motion by its maker before it was stated, regardless that this does not change the parliamentary situation.

And so?

[Joshua Katz]

And so that, too, should appear in the minutes, on those assumptions.

[Dan Honemann]

On 12/29/2023 at 9:49 AM, Joshua Katz said:

And so that, too, should appear in the minutes, on those assumptions.

But it doesn't because 33:18 tells us that, after a motion has been withdrawn, the situation is the same as if it had never been made.

[Joshua Katz]

I understand that's the reason given, but that seems, to me anyway, to invoke a different sense of "done." And that sense, the sense that something is only "done" at a meeting if it impacts the parliamentary situation, would suggest that an unseconded motion is not something "done." I also think that sense is a better sense to use.

[Dan Honemann]

On 12/29/2023 at 9:55 AM, Joshua Katz said:

I understand that's the reason given, but that seems, to me anyway, to invoke a different sense of "done." And that sense, the sense that something is only "done" at a meeting if it impacts the parliamentary situation, would suggest that an unseconded motion is not something "done." I also think that sense is a better sense to use.

Well, one can always insist that RONR should not say what it says, but one is not entitled to deny that it says what it says.  Earlier in this thread there seemed to be some misunderstanding as to what RONR says in this regard. 

[Weldon Merritt]

On 12/29/2023 at 8:04 AM, Dan Honemann said:

Well, one can always insist that RONR should not say what it says, but one is not entitled to deny that it says what it says.  Earlier in this thread there seemed to be some misunderstanding as to what RONR says in this regard. 

I have never denied that RONR says what it says or that it means what it says (at least not once the specific language was pointed out). But I do think there is an inconsistency in the handling of an unseconded motion and a withdrawn motion. And II have yet to see a more convincing reason for the rule than "because it's what the book says." Nevertheless, whenever I am confronted with the issue, I will continue to advise what the rule is, regardless of my personal view. And if asked, I will also advise how to adopt a special rule of order to vary from the rule.

[Bruce Lages]

In answer to Libran's last post:

On 12/29/2023 at 9:26 AM, Libran said:

A main motion that was made but not seconded or stated does go in the minutes, regardless of its content.

 

Correct

On 12/29/2023 at 9:26 AM, Libran said:

And a motion that was made and defeated goes in the minutes, regardless of its content, even if it was a motion to include debate. So the debate ends up in the minutes

No - the motion, with its exact wording as stated by the chair before putting it to a vote, and the result of the vote (motion is defeated) goes in the minutes but debate does not. The minutes record what was done, not what was said.

On 12/29/2023 at 9:26 AM, Libran said:

A motion that was stated and later withdrawn does not go in the minutes.

 

Correct, under most circumstances - see footnote 3 to 48:4; 6) for exceptions

[Laura Meade]

The discussion is the problem. The member wants to "go on record" as having said the proposed purchase was a bad idea because of XYZ.  (This is an HOA board, not a governmental body.) He made a (main) motion to amend the previously adopted minutes to add that "Member B said the proposed purchase was a bad idea because of XYX." He does this at many meetings. At first the motions were defeated, but now they're not even seconded. They still have to go in the minutes, though, from what I understand, so he gets his way, even though no one wants it. 

I think the only solution is for the board to adopt a special rule prohibiting such motions from being in the minutes. Can the board adopt such a rule, or would the whole HOA membership have to adopt it?

[Dan Honemann]

On 12/29/2023 at 10:50 AM, Libran said:

The discussion is the problem. The member wants to "go on record" as having said the proposed purchase was a bad idea because of XYZ.  (This is an HOA board, not a governmental body.) He made a (main) motion to amend the previously adopted minutes to add that "Member B said the proposed purchase was a bad idea because of XYX." He does this at many meetings. At first the motions were defeated, but now they're not even seconded. They still have to go in the minutes, though, from what I understand, so he gets his way, even though no one wants it. 

I think the only solution is for the board to adopt a special rule prohibiting such motions from being in the minutes. Can the board adopt such a rule, or would the whole HOA membership have to adopt it?

Such a rule would have to be adopted by the whole membership.

[Josh Martin]

On 12/27/2023 at 8:33 PM, Libran said:

Since Amend Something Previously Adopted is a "bring back" main motion, would the motion (with its detailed comments) be recorded in the minutes of the current meeting, even if it is defeated? 

Would it be recorded even if the motion wasn't seconded or stated to the assembly?

In my view, no, because this would lead to an absurd result - that the comments would be included even if the assembly voted not to include them.

RONR is clear that "To modify the rules governing what is regularly to be included in the minutes requires adoption of a special rule of order, although a majority vote may direct the inclusion of specific additional information in the minutes of a particular meeting." RONR (12th ed.) 48:3

In my view, that rule supersedes the ordinary rules on this subject requiring the minutes to include the text of all main motions. The member cannot "workaround" the rules by simply including all of his comments in a main motion.

In a similar manner, I don't think a member can simply preface a main motion with a long diatribe of comments as a way of forcing those comments into the minutes.

I am inclined to think that the minutes should record the fact that the member moved to amend the minutes of XXX meeting to include the member's comments, but the comments themselves should not be included - unless, of course, the motion is adopted.

On 12/27/2023 at 8:33 PM, Libran said:

Can the minutes just say, "A motion to amend the minutes of the ___ meeting was defeated"? Or, "was not considered due to lack of a second"?

I think it should be somewhat more detailed than that, describing in some manner the nature of the amendment which was proposed. But I do not think it is necessary to include the comments in their entirety.

On 12/27/2023 at 8:33 PM, Libran said:

Can the chair rule it out of order?  

No. The motion is in order. I am inclined, however, to think the assembly should defeat the motion - and if it is defeated, the comments should not be included in the minutes.

On 12/27/2023 at 9:45 PM, Greg Goodwiller, PRP said:

If the motion to amend the minutes wasn’t seconded and therefore was not stated by the presiding officer, then it wasn’t a motion, and need not be included in the minutes and all.

This is not correct. Main motions are included in the minutes even if they died for lack of a second.

On 12/29/2023 at 9:35 AM, Bruce Lages said:

No - the motion, with its exact wording as stated by the chair before putting it to a vote, and the result of the vote (motion is defeated) goes in the minutes but debate does not. The minutes record what was done, not what was said.

Yes, but the problem is that, in this instance, the member is trying to be "clever" by putting what was "said" in the motion itself. That is, the motion is something to the effect of "That the minutes of the January meeting be amended by adding [full text of comments]."

On 12/29/2023 at 9:59 AM, Dan Honemann said:

Such a rule would have to be adopted by the whole membership.

Mr. Honemann, are you saying that a member can essentially insist on including whatever garbage he wants in the minutes simply by shoehorning the full text of the comments into the motion to amend the minutes?

[Dan Honemann]

On 12/29/2023 at 4:14 PM, Josh Martin said:

Mr. Honemann, are you saying that a member can essentially insist on including whatever garbage he wants in the minutes simply by shoehorning the full text of the comments into the motion to amend the minutes?

No, I am simply saying that a subordinate board does not have the power to adopt a special rule of order such as that mentioned in 48:3.

[Josh Martin]

On 12/29/2023 at 3:41 PM, Dan Honemann said:

No, I am simply saying that a subordinate board does not have the power to adopt a special rule of order such as that mentioned in 48:3.

Well, that I certainly agree with. But I'm not sure a special rule of order in this matter is necessary.

[Dan Honemann]

On 12/29/2023 at 5:59 PM, Josh Martin said:

Well, that I certainly agree with. But I'm not sure a special rule of order in this matter is necessary.

I think a couple of things are worth noting in this regard.

First of all, when RONR says, in 48:3, that "a majority vote may direct the inclusion of specific additional information in the minutes of a particular meeting", it is referring to the fact that this may be done by the adoption, by majority vote, of a subsidiary motion to amend the minutes while they are pending for adoption.  If such a motion is rejected, or dies for lack of a second, the minutes make no mention of it.

Secondly, what RONR says, in 48:15, is that, after minutes have been approved, they may be corrected by means of the motion to Amend Something Previously Adopted, but this may only be done to correct "an error or material omission in the minutes".  If I understand the motions complained of here, they certainly are not made for the purpose of correcting an error or material omission, and should be ruled out of order for this reason.  The minutes then need only reflect that "a motion made by Mr. Smith to amend the minutes of the meeting held on October 20, 2023, to include statements which he made [or which Member B made] in debate was ruled out of order by the chair for the reason that it was not made for the purpose of correcting an error or material omission" (or some such thing).