Agreements made during a meeting not voted on.

[Guest Glenn Haskell]

How binding is an agreement that is not voted on but accepted in the minutes by a vote?

[Joshua Katz]

Are you saying there was a motion, no vote, and then it appeared in the minutes? That is not an adopted motion at all, and the minutes should be amended to not include false information.

[J. J.]

Actions are sometimes approved by unanimous consent (4:58 ff).  They are binding, if that is what was done.

[Gary Novosielski]

On 1/16/2024 at 11:30 AM, Guest Glenn Haskell said:

How binding is an agreement that is not voted on but accepted in the minutes by a vote?

What matters is whether or not it was truly an agreement.  A unanimous consent request can be adopted without a vote if the chair calls for objections and none are heard.  It's a binding agreement and belongs in the minutes.  

But something that was not, in fact, agreed to, cannot be made valid by a vote on the minutes.  The only valid vote on corrections to the minutes are those that cause the minutes to record what actually happened.  They can't ratify something that was improperly done. They can only record the improper action that actually occurred.  (There is a motion called Ratify that can be used in some cases, but that's à different motion entirely.)  

[Guest Glenn Haskell]

There was a discussion to do something, it was agreed upon by unanimous consent. There was no vote at the time only unanimous consent. Next meeting the agreement was included in the minutes from prior, voted on and approved. Is the agreement then binding?

[Glenn Haskell]

The minutes were voted on and approved.

[Weldon Merritt]

On 1/16/2024 at 1:31 PM, Guest Glenn Haskell said:

There was a discussion to do something, it was agreed upon by unanimous consent. There was no vote at the time only unanimous consent. Next meeting the agreement was included in the minutes from prior, voted on and approved. Is the agreement then binding?

If there indeed was unanimous consent (the chair asked if there was any objection and no one voiced and objection), the action was just as binding as if it had received an actual vote. And its inclusion in the minutes was proper.

On 1/16/2024 at 1:33 PM, Glenn Haskell said:

The minutes were voted on and approved.

As they should have been. But that has no bearing either way on the validity of the action. The action was valid the moment the chair asked for and received unanimous consent, regardless of whether the minutes included it. And if it did not receive unanimous consent, the fact that it was (improperly) included in the minutes does not validate it.

[Gary Novosielski]

On 1/16/2024 at 3:31 PM, Guest Glenn Haskell said:

There was a discussion to do something, it was agreed upon by unanimous consent. There was no vote at the time only unanimous consent. Next meeting the agreement was included in the minutes from prior, voted on and approved. Is the agreement then binding?

If there is unanimous consent, the motion is adopted, just as if there were a vote.  The minutes should reflect the fact that it was agreed to by unanimous consent.  The agreement was binding right then, as soon as the chair made that announcement. 

But understand this—approving the minutes, including any necessary corrections, is proper of course, but it has no effect on whether the agreement is binding.  What makes it binding is that it was duly adopted by unanimous consent.

[Joshua Katz]

In light of this new information, I agree with my colleagues that, a, a decision may be made by unanimous consent just as well as by voting, and, b, the approval of the minutes does not enter into it.