Amending minutes to eliminate unnecessary information?

[Guest VolSec]

Can minutes later be amended (after already approved) to eliminate unnecessary information? 

Upon further consideration, the Board feels we should eliminate unnecessary detail (about discussions and rationale) that could potentially create future (legal) risk.  The original minutes were not "inaccurate," however they strayed from reporting only decisions made and actions taken. 

Can the retractions be made via amendment?  If so, what's the proper process? And does the originally-approved version stay in the files or is it removed and replaced with the newly approved version? 

[Rob Elsman]

Yes. The motion you want is a special kind of an incidental main motion called Rescind or Amend Something Previously Adopted. All the particulars of the motion are given in RONR (12th ed.) §35. Note that the motion has special requirements for adoption, and it might be advantageous to give previous notice.

[Gary Novosielski]

On 3/4/2024 at 2:46 AM, Guest VolSec said:

Can minutes later be amended (after already approved) to eliminate unnecessary information? 

Upon further consideration, the Board feels we should eliminate unnecessary detail (about discussions and rationale) that could potentially create future (legal) risk.  The original minutes were not "inaccurate," however they strayed from reporting only decisions made and actions taken. 

Can the retractions be made via amendment?  If so, what's the proper process? And does the originally-approved version stay in the files or is it removed and replaced with the newly approved version? 

Yes, using the motion to Amend Something Previously Adopted. [RONR (12th ed.) §35]

And while you're at it, refer to §48—especially this:

48:2
Content of the Minutes. In an ordinary society, the minutes should contain mainly a record of what was done at the meeting, not what was said by the members. The minutes must never reflect the secretary’s opinion, favorable or otherwise, on anything said or done.

In general, except, of course, where a resolution includes the rationale by using Whereas clauses, it is always good practice to limit the minutes to documenting what was done, not what was said.  

I am not a lawyer, so I can only wonder out loud whether amending the minutes would accomplish a reduction in legal risk.  Amending the minutes would not obliterate the original text, so how this might affect the discovery process, should legal action occur, is a question for your lawyer.

[Joshua Katz]

On 3/4/2024 at 12:46 AM, Guest VolSec said:

And does the originally-approved version stay in the files or is it removed and replaced with the newly approved version? 

The amendments would be reflected in the minutes of the meeting where they were adopted. The minutes which were amended should be replaced with the amended version, together with a red-line showing the changes. 

[Dan Honemann]

On 3/4/2024 at 7:38 PM, Joshua Katz said:

The amendments would be reflected in the minutes of the meeting where they were adopted. The minutes which were amended should be replaced with the amended version, together with a red-line showing the changes. 

I agree with the first sentence, but not with the second.

[Joshua Katz]

On 3/4/2024 at 5:51 PM, Dan Honemann said:

I agree with the first sentence, but not with the second.

I stand corrected.

[George Mervosh]

For Guest VolSec's information, it has been noted here many times that a marginal notation may be included in the original set of minutes which you wish to have amended, noting that they were amended on xx/xx/xxxx date.  

[Gary Novosielski]

On 3/4/2024 at 7:51 PM, Dan Honemann said:

I agree with the first sentence, but not with the second.

How, then, would you amend it to read?

[Dan Honemann]

On 3/5/2024 at 11:29 AM, Gary Novosielski said:

How, then, would you amend it to read?

Delete it.

[Gary Novosielski]

On 3/5/2024 at 11:37 AM, Dan Honemann said:

Delete it.

But I would be correct in assuming that the minutes as originally phrased would still be legible upon examination, yes?

I'm wondering if there is a distinction between a simple case of Amend Something Previously Adopted and the method when Rescind and Expunge from the Minutes is adopted.  I.e., is the original material still discernable in both cases?

[Bruce Lages]

This seems to be addressed, at least for ASPA, in 48:15: "In such a case the content of the original minutes must not be altered, although it may be advisable for the secretary to make a marginal notation indicating the corrected text or referring to the minutes of the meeting at which the correction was adopted."

[Gary Novosielski]

On 3/5/2024 at 12:12 PM, Bruce Lages said:

This seems to be addressed, at least for ASPA, in 48:15: "In such a case the content of the original minutes must not be altered, although it may be advisable for the secretary to make a marginal notation indicating the corrected text or referring to the minutes of the meeting at which the correction was adopted."

So there are differences, but the original material is still preserved in either case.

[Dan Honemann]

On 3/4/2024 at 7:38 PM, Joshua Katz said:

The amendments would be reflected in the minutes of the meeting where they were adopted. The minutes which were amended should be replaced with the amended version, together with a red-line showing the changes. 

 

On 3/4/2024 at 7:51 PM, Dan Honemann said:

I agree with the first sentence, but not with the second.

 

On 3/5/2024 at 11:29 AM, Gary Novosielski said:

How, then, would you amend it to read?

 

On 3/5/2024 at 11:37 AM, Dan Honemann said:

Delete it.

This response was based upon my belief that you were referring to the sentence with which I disagreed.

[Gary Novosielski]

On 3/5/2024 at 12:48 PM, Dan Honemann said:

This response was based upon my belief that you were referring to the sentence with which I disagreed.

Yes, I was.   I was just looking for additional clarity, for which I am grateful.

[Guest VolSec]

I am so grateful to all for your responses!  As I am not a lawyer and still learning my way through RONR, let me confirm my understanding after reading the referenced sections and your comments above:

1.  The original minutes may be amended.

2. Revisions/red-lined version would be presented to the Board for approval at a subsequent meeting

3. Once approved, the minutes from the current meeting reference the newly-approved amended version of the original minutes.

4. The original minutes are retained; there is a marginal notation added either showing the actual changes OR noting that there is a newer version that was adopted on X date.

Anything you would correct/modify from what I've noted?  Thank you again!

[Joshua Katz]

On 3/5/2024 at 1:49 PM, Guest VolSec said:

Anything you would correct/modify from what I've noted?  Thank you again!

The only thing I'd correct is your belief that lawyers know RONR as a matter of course. 😉