Rules for an Audio recording of an Executive / Board meeting

[Guest MarvoBrown]

We are a non profit sports club with an Executive of 5 and additional 10 Directors. 

A meeting was held and unbeknown to everyone except the secretary and acting President they have decided to record all meetings, not for the purpose of helping the secretary complete her minutes but to have on file to review and prove any negativity or perceived derogatory comments in discussion.

My question is:  As our bylaws state we are order RONR to conduct our meetings,  does the secretary and/or VP acting President not have to get consent from everyone to be recorded?  

Also is the recording in it's entirety allowed to be shared the purpose of reviewing the discussions during the night due to who said what to who in a general discussion or how some members may have questioned someone or how some replied?  My understanding is the audio is strictly for the secretary to help her draft the minutes and after the minutes are distributed to audio has to be destroyed and not put on the one drive for anyone to listen to after the fact.  My understanding, just like meeting minutes do not include the discussions for repeat which allows members to speak freely without being reprimanded after the fact.

The other thing I need clarified is, the meeting cannot begin until quorum is met? If not met, nothing on the agenda can be discussed.

Look forward to hearing your answers.

 

[Dan Honemann]

On 1/25/2024 at 11:44 PM, Guest MarvoBrown said:

We are a non profit sports club with an Executive of 5 and additional 10 Directors. 

A meeting was held and unbeknown to everyone except the secretary and acting President they have decided to record all meetings, not for the purpose of helping the secretary complete her minutes but to have on file to review and prove any negativity or perceived derogatory comments in discussion.

My question is:  As our bylaws state we are order RONR to conduct our meetings,  does the secretary and/or VP acting President not have to get consent from everyone to be recorded?  

Also is the recording in it's entirety allowed to be shared the purpose of reviewing the discussions during the night due to who said what to who in a general discussion or how some members may have questioned someone or how some replied?  My understanding is the audio is strictly for the secretary to help her draft the minutes and after the minutes are distributed to audio has to be destroyed and not put on the one drive for anyone to listen to after the fact.  My understanding, just like meeting minutes do not include the discussions for repeat which allows members to speak freely without being reprimanded after the fact.

Nothing in RONR either mandates or prohibits the use of a recording device during a meeting,  As you apparently already understand, RONR, 12th ed., says this in 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."

As you can see, nothing in RONR either mandates or prohibits destruction of the recording after the minutes have been prepared

There may be something in applicable law which prohibits the secret recording of what is said during your meetings, but whether or not this is so is a question you will need to address to a lawyer.  It is not a question of parliamentary law.

On 1/25/2024 at 11:44 PM, Guest MarvoBrown said:

The other thing I need clarified is, the meeting cannot begin until quorum is met? If not met, nothing on the agenda can be discussed.

The meeting can begin even if a quorum is not present, but no business can be transacted except for certain procedural actions.  In this connection, refer to 40:6-10.

 

 

 

[Atul Kapur]

On 1/26/2024 at 8:19 AM, Dan Honemann said:

Nothing in RONR either mandates or prohibits the use of a recording device during a meeting,  ...

As you can see, nothing in RONR either mandates or prohibits destruction of the recording after the minutes have been prepared

The body could adopt special rules of order regarding recording of meetings, including a prohibition on doing so.

Would a rule about the retention/destruction of such recordings also be a special rule or a standing rule? I lean to the former. 

[Josh Martin]

On 1/26/2024 at 9:54 AM, Atul Kapur said:

Would a rule about the retention/destruction of such recordings also be a special rule or a standing rule? I lean to the former. 

I believe it would be a standing rule.

RONR is clear that a rule pertaining to the use of recording devices at meetings is a standing rule. It would seem to me that rules pertaining to the retention or destruction of such recordings would also be in the nature of standing rules.

"An ordinary standing rule, as the term is used in this book, is a rule that does not relate to parliamentary procedure as such and refers, for example, to such matters as the use of recording devices at meetings (see 2:23)." RONR (12th ed.) 25:15

[Atul Kapur]

Thx. Didn't have the book in front of me at the time.

[J. J.]

I would note that the society has control of its own hall (61:6).  That would include the conditions for recording the meeting.

[Guest Hillary Kasarjian]

I’d like to add to this question to get further clarification on this audio recording topic:

We are a NFP civic association. The bylaws defer to Robers Rules where the bylaws are silent We also have policies (standing rules) and no special rules. We are in FL which requires approval for audio recording where there is a reasonable expectation of a private conversation. There is nothing in the bylaws or policies that addresses recording of meetings.

The Sec of our Assoc  decided it was wise to start audio recording our PUBLIC membership meetings and semi-public BOD meetings back in 3/2022. 

At the public membership mtg the Sect discussed the audio recordings during her reports with membership. No actual vote was taken but the meetings are open to the public and she did express  how several months later she is still going back and forth through her audio of the May 2022 membership meeting because there was some controversy about what exactly members were told prior to a vote about donations.  No members raised any issue about the recordings before, during or after that meeting.  

Since the audio exists, and it appears it was made legally, and it was saved by the Sect, would a BOD member have a right to request a copy of the audio?

It seems to me that if an audio recording is legally produced, it exists and is therefore a document of the association. And, if a BOD member requests a copy of the existing document, it should be made available.  

The same thing occurs at Board meetings. After a very controversial BOD meeting, I asked for a copy of the audio. The Sec refused, giving several reasons why she cannot. 

I explained that, since the recording was made, still exists and all BOD members were aware it was being made, I as a BOD member have “an unfettered right to access of the 
corporate document.” She refused. The President, VP and other Directors were all on the same email chain. Everyone else remained silent. I provided  several reasons why a BOD member, who was present at the meeting and whose voice is all throughout the document, should have access to a legally produced document. Finally she said she destroyed the audio and that she won’t be making audio recordings any more.

Was that acceptable? 

 

 

[Josh Martin]

On 2/18/2024 at 4:34 PM, Guest Hillary Kasarjian said:

The bylaws defer to Robers Rules where the bylaws are silent We also have policies (standing rules) and no special rules.

As Mr. Honemann noted in the original response to this thread:

On 1/26/2024 at 7:19 AM, Dan Honemann said:

Nothing in RONR either mandates or prohibits the use of a recording device during a meeting,  As you apparently already understand, RONR, 12th ed., says this in 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."

As you can see, nothing in RONR either mandates or prohibits destruction of the recording after the minutes have been prepared

That is, RONR has no rules governing audio recordings. So any answers to your questions will have to be found in your organization's rules or applicable law.

If your organization has no rules on this subject, perhaps it should adopt some.

On 2/18/2024 at 4:34 PM, Guest Hillary Kasarjian said:

Since the audio exists, and it appears it was made legally, and it was saved by the Sect, would a BOD member have a right to request a copy of the audio?

RONR does not grant members a right to this information. To the extent such a right exists, it would have to be found in your bylaws or applicable law.

On 2/18/2024 at 4:34 PM, Guest Hillary Kasarjian said:

It seems to me that if an audio recording is legally produced, it exists and is therefore a document of the association. And, if a BOD member requests a copy of the existing document, it should be made available.  

RONR expresses no view on whether this is "a document of the association," nor does RONR have a rule which categorically provides that board members have a right to access "documents of the association." RONR grants board members access to particular documents of the board, but an audio recording of the meetings is not one of them.

On 2/18/2024 at 4:34 PM, Guest Hillary Kasarjian said:

I explained that, since the recording was made, still exists and all BOD members were aware it was being made, I as a BOD member have “an unfettered right to access of the corporate document.”

It may well be correct that board members have “an unfettered right to access of the corporate document.” But to the extent such a right exists, it would be found in applicable law, not RONR.

On 2/18/2024 at 4:34 PM, Guest Hillary Kasarjian said:

She refused. The President, VP and other Directors were all on the same email chain. Everyone else remained silent. I provided  several reasons why a BOD member, who was present at the meeting and whose voice is all throughout the document, should have access to a legally produced document. Finally she said she destroyed the audio and that she won’t be making audio recordings any more.

Was that acceptable? 

It violates no rule in RONR for the Secretary to refuse to provide the recording upon request of an individual board member. The board could have ordered the recording to be released, but since the recording has been destroyed, this is no longer possible.

As to the Secretary deciding she will no longer make recordings, I don't see a problem with this. It appears that the Secretary began making these recordings at her own initiative, and therefore it seems to me she is free to cease making these recordings at her own initiative. If the board wishes to adopt its own rule requiring recordings, as well as rules governing access to and retention of these recordings, it is free to do so.

Again, it may well be there are legal matters involved here, but that is beyond the scope of RONR and this forum. If you wish to pursue this matter further, you need an attorney, not a parliamentarian.

Edited February 18, 2024 at 11:04 PM by Josh Martin

[Guest Hillary Kasaejian]

Thank you for the analysis. It was indeed in the legal arena where I saw confirmation that Directors of a Governing Board are entitled to access of corporate documents since it is their legal responsibility as fiduciaries to protect the association from harm. In this case there was a dispute between what occurred at a membership meeting as well as a BOD meeting and an audio recording existed for both of them. 
 

I should have mentioned in my initial post that audio recordings of prior BOD meetings were provided to me as a BOD member, as well as to another BOD member at a different meeting, per his request.
 

The rules and access only changed for these 2 particular  meetings. Then the Sec. decided no more audio recordings. 
 

Thanks for the analysis of where Robert’s Rules apply (and where they are silent).