Signing Committee memorandums

[Tomm]

I attend several of our organizations committee meetings as a guest, so I keep my mouth shut!

But I have seen so many times the arguments between the committee secretary and chair regarding the so-called "approval" of the memorandums. Several times the secretary, who believes his/her notes cannot be altered by the chair has even threatened to quit the committee!?!? They also believe the notes must be approved and signed by the secretary.

There have also been times when the corporate administrative secretary would also sit in at the committee meetings and take the notes rather than the committee's secretary doing so. The corporate administrative secretary would then have the memorandum signed by the committee secretary.

So...before I open my mouth, this is what I believe is the correct process that conforms to RONR.

1. Minutes are not taken, only notes, (memorandums in the nature of minutes). These notes can, and in most cases, should also include what was said rather than just what was done.

2. They don't necessarily have to be read at the next meeting, but they can be and corrections can be made without voting on the corrections.

3. These notes do not have to be voted on for approval.

4. These notes do not have to be signed by the secretary.

5. These notes do not have to be retained unless specified to do so within the bylaws.

I believe I need to explain to these committee members the fact that committees are not considered to be a form of assembly (50:1) and therefore there is a whole separate set of rules guiding committees that are different from assemblies. The only official document coming out of a committee that requires approval is the report that will be presented to the board or parent assembly.

I think it's important to be able to educate some these committees as to the proper significance of those memorandums, which hopefully will ease much of the tension I see.

What's sad is many committee members and secretaries think, and argue, that they understand RONR but most don't even own a copy of the book! 

Can you PLEASE verify or correct any of the above?

 

 

[Josh Martin]

On 4/5/2024 at 11:05 AM, Tomm said:

But I have seen so many times the arguments between the committee secretary and chair regarding the so-called "approval" of the memorandums. Several times the secretary, who believes his/her notes cannot be altered by the chair has even threatened to quit the committee!?!? They also believe the notes must be approved and signed by the secretary.

Well, I think the secretary is right to object to the chair, acting alone, altering the secretary's notes. The committee has the power to alter the notes, but the chair does not.

I agree that the chair and secretary seem confused about other aspects of memoranda for committees.

On 4/5/2024 at 11:05 AM, Tomm said:

So...before I open my mouth, this is what I believe is the correct process that conforms to RONR.

1. Minutes are not taken, only notes, (memorandums in the nature of minutes). These notes can, and in most cases, should also include what was said rather than just what was done.

2. They don't necessarily have to be read at the next meeting, but they can be and corrections can be made without voting on the corrections.

3. These notes do not have to be voted on for approval.

4. These notes do not have to be signed by the secretary.

5. These notes do not have to be retained unless specified to do so within the bylaws.

I believe I need to explain to these committee members the fact that committees are not considered to be a form of assembly (50:1) and therefore there is a whole separate set of rules guiding committees that are different from assemblies. The only official document coming out of a committee that requires approval is the report that will be presented to the board or parent assembly.

Yes, I think this is all correct. I would note, however, that to the extent there is (for some reason), disagreement over a correction, I believe that disagreement would have to be settled by vote. I don't see how else you would resolve it.

[Atul Kapur]

A) Many organizations have bodies that are named 'committee' but actually are more int the nature of boards and should operate as such. I'm not certain this applies to your organization but it may certainly apply to at least some.

I'm not certain that I agree with your (1) where you say "These notes can, and in most cases, should also include what was said rather than just what was done." That is not in keeping with the notes being "in the nature of minutes."

[Tomm]

On 4/5/2024 at 11:45 AM, Atul Kapur said:

I'm not certain that I agree with your (1) where you say "These notes can, and in most cases, should also include what was said rather than just what was done." That is not in keeping with the notes being "in the nature of minutes."

This is basically referring to standing committees.

Would it be more appropriate to say that "for clarity and future reference those memoramdums may include the addition of member comments"?

[Josh Martin]

On 4/5/2024 at 1:45 PM, Atul Kapur said:

I'm not certain that I agree with your (1) where you say "These notes can, and in most cases, should also include what was said rather than just what was done." That is not in keeping with the notes being "in the nature of minutes."

I overlooked that part. I think my brain autocorrected it to say that minutes should not include what was said.

I suppose that since these notes are not, strictly speaking, "minutes," there is ultimately no rule in RONR preventing the inclusion of what was said in such notes, but I agree that I would not go so far as to say that such notes should contain what was said.

[Tomm]

On 4/6/2024 at 2:03 PM, Josh Martin said:

I suppose that since these notes are not, strictly speaking, "minutes," there is ultimately no rule in RONR preventing the inclusion of what was said in such notes, but I agree that I would not go so far as to say that such notes should contain what was said.

And that's why I'll change that point to say, "for clarity and future reference those memorandums may include the addition of member comments".

Our Board Policies require that committee "summaries," as they are referred to, require a 7 year retention period, so I would think many of points brought up during discussion would benefit anybody looking back at old summaries to determine what the justification may have been for a previous  recommendation? 

[Josh Martin]

On 4/6/2024 at 4:20 PM, Tomm said:

Our Board Policies require that committee "summaries," as they are referred to, require a 7 year retention period, so I would think many of points brought up during discussion would benefit anybody looking back at old summaries to determine what the justification may have been for a previous  recommendation? 

I suppose that's up to your organization. If your organization has rules requiring committee "summaries" to be kept, those rules will take precedence over RONR.