Voting Results in Minutes

[Deb Parm]

One of our members was totally against a motion and voted no. However, she said she wanted to exercise her rights through Roberts Rules to have her explicit objection noted in the minutes. I have looked and can't find if/where this is allowed. If this is allowed, can someone point me in the direct direction.

Thanks.

 

[Shmuel Gerber]

On 2/9/2024 at 10:44 AM, Deb Parm said:

One of our members was totally against a motion and voted no. However, she said she wanted to exercise her rights through Roberts Rules to have her explicit objection noted in the minutes. I have looked and can't find if/where this is allowed. If this is allowed, can someone point me in the direct direction.

Thanks.

Robert's Rules does not give members any such right.

However, it is common for statutes to require the opposition of a member of the board of directors to be noted in the minutes in certain situations, so that might be what this member was thinking of. 

[Gary Novosielski]

On 2/9/2024 at 10:44 AM, Deb Parm said:

One of our members was totally against a motion and voted no. However, she said she wanted to exercise her rights through Roberts Rules to have her explicit objection noted in the minutes. I have looked and can't find if/where this is allowed. If this is allowed, can someone point me in the direct direction.

Thanks.

 

There's no such "right" in RONR.  She can request that her dissent be noted in the minutes, and that request can be granted by a majority vote, or denied otherwise.

That's according to RONR.  What sort of organization is this, what was the general nature of the motion, and what were the grounds for her objection? These answers might change the situation.

[Michael Seebeck]

In the absence of more information here, if your organization's rules fix a number to do so, then a roll-call vote can be requested to get it on record that she opposed the motion.  However, there are limitations to doing that, depending on the type of body and size.  See RONR 45:45-46 and 45:52.

Granted, that could be a means to get opposition on record, but not why it was opposed.  To get that, it would require a record of debate that minutes does not capture, but a video or audio recording could.

[Gary Novosielski]

On 2/14/2024 at 5:17 PM, Michael Seebeck said:

In the absence of more information here, if your organization's rules fix a number to do so, then a roll-call vote can be requested to get it on record that she opposed the motion.  However, there are limitations to doing that, depending on the type of body and size.  See RONR 45:45-46 and 45:52.

Granted, that could be a means to get opposition on record, but not why it was opposed.  To get that, it would require a record of debate that minutes does not capture, but a video or audio recording could.

While a video or audio recording could aid in the preparation of the minutes, the recording is not the minutes, and so does not serve as an official record of how someone voted.  

[Michael Seebeck]

On 2/14/2024 at 4:19 PM, Gary Novosielski said:

While a video or audio recording could aid in the preparation of the minutes, the recording is not the minutes, and so does not serve as an official record of how someone voted.  

Agreed, it is not the minutes; never said it was.  However, the absence of the required information regarding a quorum could be corrected by consulting a recording, and then the minutes properly amended to include the missing information. In the absence of recording the minutes properly at the time, it is the next best evidence.

But an organization certainly can by rule make recordings of its meetings and proceedings to be official records as well, and it's actually a good practice to do so since minutes, while capturing the barest of details, lack the real substances of the proceedings--and that can be a disservice to the rest of the membership. A picture is worth a thousand words, but a video is worth a billion pictures.

What I was referring to there was that the recording would indicate why it was opposed, and such a reason is just as germane as the opposition itself.  And while that may not be on an official record of minutes, it still has a purpose in addressing the issue to the rest of the membership.

[Gary Novosielski]

Again, RONR disagrees with you.

See:

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.

 

 

[Michael Seebeck]

Key words there are "should never", not "shall not." They are not the same. "Should" is advisory, "shall" is mandatory.

In fact, I wrote this: 

the absence of the required information regarding a quorum could be corrected by consulting a recording, and then the minutes properly amended to include the missing information.

That's actually applying the first part of 48:6: "The use by the secretary of a recording device can be of great benefit in preparing the minutes." 

I also wrote:

an organization certainly can by rule make recordings of its meetings and proceedings to be official records as well

Note "as well" means alongside the minutes, not as the minutes.  Complement and supplement, not replacement.  Official records of an organization's proceedings are not limited to just minutes, as the obvious example of reports not included in minutes point out.  Nor should they be.

So, no, RONR does not disagree with me except in opinion, and nothing that I wrote is contrary to RONR.

 

[Atul Kapur]

On 2/14/2024 at 7:00 PM, Michael Seebeck said:

RONR does not disagree with me except in opinion

Thanks, I needed a laugh

[Josh Martin]

I guess I don't understand what the disagreement is about here. Everyone seems to be in agreement that the recording is separate and apart from the minutes.

On 2/14/2024 at 5:28 PM, Gary Novosielski said:

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.

On 2/14/2024 at 4:36 PM, Michael Seebeck said:

Agreed, it is not the minutes; never said it was.  However, the absence of the required information regarding a quorum could be corrected by consulting a recording, and then the minutes properly amended to include the missing information. In the absence of recording the minutes properly at the time, it is the next best evidence.

Mr. Seebeck apparently has some opinions concerning the use of an assembly keeping additional records, such as a recording and proceedings, as official records of the organization. RONR neither requires nor prohibits this practice.

Mr. Seebeck also has opinions about recording additional information in the minutes. An organization is free to adopt rules requiring additional information in the minutes if it wishes. I would not characterize this as the recording being used "as the minutes themselves," even although some of this additional information may be taken from the recording.

Edited February 16, 2024 at 03:02 PM by Josh Martin

[Gary Novosielski]

On 2/14/2024 at 5:36 PM, Michael Seebeck said:

Agreed, it is not the minutes; never said it was.  However, the absence of the required information regarding a quorum could be corrected by consulting a recording, and then the minutes properly amended to include the missing information. In the absence of recording the minutes properly at the time, it is the next best evidence.

Again, the information concerning a quorum is not required to be in the minutes and its omission from the minutes is not improper in any way, although it is your opinion that it should be there.

I have no objection to your having an opinion and expressing it, as I often do myself.  But I do make a conscious effort when answering questions to state what RONR says on a topic and, if I feel the need to stray beyond that, to clearly identify my opinions as my own.  In my experience, that is the common practice of the regulars here.   I'm not saying I achieve that goal each and every time, but I do try to keep it in mind, as it comports best with the purpose of the forum.

[Shmuel Gerber]

On 2/15/2024 at 11:50 AM, Josh Martin said:

I guess I don't understand what the disagreement is about here. Everyone seems to be in agreement that the recording is separate and apart from the minutes.

Sometimes people agree to agree, sometimes they disagree to agree, and sometimes they agree to disagree. And in this case we may have people disagreeing to disagree. 

[Shmuel Gerber]

On 2/15/2024 at 9:11 PM, Shmuel Gerber said:

Sometimes people agree to agree, sometimes they disagree to agree, and sometimes they agree to disagree. And in this case we may have people disagreeing to disagree. 

Personally the last is my favorite. I don't like the idea of having to agree to disagree, as I can disagree without anyone's agreement. 🙂