Secretary Duties & Board Majority ‘Powers'

[Oezuwn]

After Board Members, in a closed session, voted on a motion, the outcome of that vote was 4-1 (“1” was the President’s vote. She never vocalized “No” or yes) She asked questions, instead. The secretary (me) wrote the draft Minutes reflecting those results & other Board business. The motion & it’s vote was recorded in the Minutes as: "Prez- name -did not answer in the affirmative or negative” w/the other Members recorded as voting “Yes” by their names. A week later, the President asked that the secretary write into the Minutes of that meeting, that she meant “No”.  She now wants to say why she voted that way, after the fact. I sympathize w/her but that’s not what a secretary should allow & doing so for her, sets the precedent that I’d have to do this for all members in the future. 

#1-I believe that the secretary records in the Minutes, actions not quotes, discussions or personal views from any members, including the President. It seems like a special request & no equal time for the other majority views of why they voted the way they did.  I believe none of this, after-the-fact recording thoughts into the Minutes, is ‘legal’.  Our docs make no mention of such a procedure. Can you verify that I cannot accommodate her request, no matter how many times she repeats the request? Unfortunately, these Minutes will be held up, getting out to the owners b/c of this one member’s issue/request & objection to my not accommodating.

This assoc. does not follow the usual process of the Secretary writing the draft then emailing that to the owners, meeting @ the next month’s Board meeting & correcting mistakes &/or amending something, then incorporating those corrections into the current Minutes.  Someone along the line, either made up this method or discovered it & put it into action.  Our docs (40 yrs. old now) don’t give granular directions on how this process should unfold. All the work is front loaded.  The Sec. writes up the draft after the monthly Board meeting, emails it out to the other Board members, they suggest “corrections” from their Board notes/memories.  Sec. checks the veracity of suggestions according to gov. docs/what was recorded on a Board meeting tape, etc.  That revised draft is emailed back to the Board members & when all are in agreement of those draft Minutes, those Minutes get sent to the property manager & she emails it to each condo owner.  

#2-If a Board motion results in a 4-1 or 3-2 result (on a 5 member Board) can that majority do whatever they want RE association matters & how they run the Board?  They believe that any decisions & powers are vested in that Board majority, not in our governing docs, State condo laws or Robert’s Rules. The fact that they’re in the majority on certain motions & votes, gives them the right to do what they want even if they unwittingly break rules. I believe it is a common misunderstanding that Board members think this is how it works. It appears that’s how it’s been done, here. I don’t agree w/this.  It brings the saying, “majority rules” to whole other level.  Can you verify that this is NOT an acceptable or legal interpretation (or is it)?

Thank you, so much, for your help.

[Josh Martin]

On 6/25/2024 at 7:21 AM, Oezuwn said:

After Board Members, in a closed session, voted on a motion, the outcome of that vote was 4-1 (“1” was the President’s vote. She never vocalized “No” or yes) She asked questions, instead. The secretary (me) wrote the draft Minutes reflecting those results & other Board business. The motion & it’s vote was recorded in the Minutes as: "Prez- name -did not answer in the affirmative or negative” w/the other Members recorded as voting “Yes” by their names. 

If the President abstained, as you suggested, the outcome of the vote was 4-0, not 4-1.

Additionally, the votes of individual members should not be recorded unless the vote is taken by roll call. If the vote is taken in that manner, a member who wishes to abstain should be recorded as "present" and recorded in that manner. See RONR (12th ed.) 45:45-54.

If the vote was not taken by roll call, the minutes should simply record the count, without the names of individual members. If the vote was not counted, the minutes should simply reflect that the motion was adopted.

On 6/25/2024 at 7:21 AM, Oezuwn said:

A week later, the President asked that the secretary write into the Minutes of that meeting, that she meant “No”.  She now wants to say why she voted that way, after the fact. I sympathize w/her but that’s not what a secretary should allow & doing so for her, sets the precedent that I’d have to do this for all members in the future. 

Well, I would first note once again that it is not clear to me from the facts presented that the votes of any of the individual members should be recorded.

In any event, it is far too late for someone to change their vote a week later.

"Except when the vote has been taken by ballot (or some other method that provides secrecy), a member has a right to change his vote up to the time the result is announced but afterward can make the change only by the unanimous consent of the assembly requested and granted, without debate, immediately following the chair's announcement of the result of the vote (see below).

After the result of a vote has been announced, members can still propose or demand certain actions that may change the result. A member may raise a point of order regarding the conduct of the vote, demand a division of the assembly, move to retake the vote under another method, move for a recapitulation of a roll-call vote, or request unanimous consent to change his vote. With the exception of a point of order raised against a breach of a continuing nature (23:6–9), if any of these actions is to apply to a vote after the result has been announced, it must be taken immediately after the chair's announcement, before any debate or business has intervened. For example, it is too late to take these actions after any member has been recognized and begun to speak in debate or to give a report or presentation, or after the chair has stated the question on a subsequently made motion, or after the chair has begun to take the vote and any member has voted on another motion that was pending. For the time limits on ordering that a counted rising vote, a ballot, or a roll-call vote be recounted, see the last sentence of 45:15; 45:41; and 45:54. See also Contesting the Announced Result of an Election, 46:48–50." RONR (12th ed.) 45:8-9, emphasis added

The President also certainly cannot add an explanation of her vote, let alone an explanation of how she "meant to" vote.

On 6/25/2024 at 7:21 AM, Oezuwn said:

#1-I believe that the secretary records in the Minutes, actions not quotes, discussions or personal views from any members, including the President.

Correct.

"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." RONR (12th ed.) 48:2

On 6/25/2024 at 7:21 AM, Oezuwn said:

Can you verify that I cannot accommodate her request, no matter how many times she repeats the request?

Yes, I can certainly verify that neither you nor anyone can grant the President's request to change her vote.

You also cannot grant the President's request to add her explanation for how she meant to vote. The board could grant that request, but should not do so.

"To modify the rules governing what is regularly to be included in the minutes requires adoption of a special rule of order, although a majority vote may direct the inclusion of specific additional information in the minutes of a particular meeting." RONR (12th ed.) 48:3

On 6/25/2024 at 7:21 AM, Oezuwn said:

This assoc. does not follow the usual process of the Secretary writing the draft then emailing that to the owners, meeting @ the next month’s Board meeting & correcting mistakes &/or amending something, then incorporating those corrections into the current Minutes.  Someone along the line, either made up this method or discovered it & put it into action.  Our docs (40 yrs. old now) don’t give granular directions on how this process should unfold. All the work is front loaded.  The Sec. writes up the draft after the monthly Board meeting, emails it out to the other Board members, they suggest “corrections” from their Board notes/memories.  Sec. checks the veracity of suggestions according to gov. docs/what was recorded on a Board meeting tape, etc.  That revised draft is emailed back to the Board members & when all are in agreement of those draft Minutes, those Minutes get sent to the property manager & she emails it to each condo owner.  

You should cease this practice immediately. While it's perfectly fine to seek feedback in advance of the meeting, the minutes must still be approved at a meeting. Further, no individual board member can hold the minutes hostage. In the unusual event there is disagreement over a proposed correction, a majority vote settles the issue.

On 6/25/2024 at 7:21 AM, Oezuwn said:

#2-If a Board motion results in a 4-1 or 3-2 result (on a 5 member Board) can that majority do whatever they want RE association matters & how they run the Board?

Yes, to the extent the actions are within the board's authority. (A 3-2 result may also not be sufficient in certain cases, if a 2/3 vote is required, although a 4-1 result would be.)

On 6/25/2024 at 7:21 AM, Oezuwn said:

They believe that any decisions & powers are vested in that Board majority, not in our governing docs, State condo laws or Robert’s Rules.

This is a strange way of phrasing things as these are not necessarily in conflict. The board's majority does indeed have a great deal of power, but that power derives from applicable law and your board's governing documents.

To the extent your board is arguing it can ignore these rules, I would note that the rules in Robert's Rules may generally be suspended by a 2/3 vote, although there are exceptions. The organization's bylaws generally cannot be suspended, and certainly the board cannot suspend applicable law.

On 6/25/2024 at 7:21 AM, Oezuwn said:

The fact that they’re in the majority on certain motions & votes, gives them the right to do what they want even if they unwittingly break rules.

Well, this is actually sort of correct, depending on exactly what rules are broken. As a general matter, a Point of Order must be raised promptly at the time of the breach.

"The general rule is that if a question of order is to be raised, it must be raised promptly at the time the breach occurs. For example, if the chair is stating the question on a motion that has not been seconded, or on a motion that is not in order in the existing parliamentary situation, the time to raise these points of order is when the chair states the motion. After debate on such a motion has begun—no matter how clear it is that the chair should not have stated the question on the motion—a point of order is too late. If a member is unsure of his point or wishes to hear what the maker has to say on behalf of the motion before pressing a point of order, he may, with the chair's sufferance, “reserve a point of order” against the motion; but after the maker has spoken, he must insist upon his point of order or withdraw it. Points of order regarding the conduct of a vote must be raised immediately following the announcement of the voting result (see 45:9).

The only exceptions to the requirement that a point of order must be made promptly at the time of the breach arise in connection with breaches that are of a continuing nature, whereby the action taken in violation of the rules is null and void. In such cases, a point of order can be made at any time during the continuance of the breach—that is, at any time that the action has continuing force and effect—regardless of how much time has elapsed. Instances of this kind occur when:

a) a main motion has been adopted that conflicts with the bylaws (or constitution) of the organization or assembly,
b) a main motion has been adopted that conflicts with a main motion previously adopted and still in force, unless the subsequently adopted motion was adopted by the vote required to rescind or amend the previously adopted motion,
c) any action has been taken in violation of applicable procedural rules prescribed by federal, state, or local law,
d) any action has been taken in violation of a fundamental principle of parliamentary law (25:9), or
e) any action has been taken in violation of a rule protecting absentees, a rule in the bylaws protecting the secrecy of the members' votes (as on a ballot vote), or a rule protecting a basic right of an individual member (25:7, 25:10–11)." RONR (12th ed.) 23:5-6

On 6/25/2024 at 7:21 AM, Oezuwn said:

It brings the saying, “majority rules” to whole other level.  Can you verify that this is NOT an acceptable or legal interpretation (or is it)?

It's correct to a point. See above.

Edited June 25, 2024 at 01:19 PM by Josh Martin

[Oezuwn]

Mr. Martin,

Your in depth answers have been so, very helpful to me.  I appreciate all the time you took to answer & so detailed.  I am sharing your answers, privately, with the Board majority & will expand that sharing with others, as the need presents.  I’ve done a lot of reading of online sources published from Robert’s Rules & own a R’s R hardcopy but to get direct answers from you & others, on this discussion Board, to specific, real-time circumstances, saves a lot of time thumbing through pages that may apply to current Board/association problems.  Thank you, thank you for helping all of us who write on these discussion boards. I can be guided by your answers & quickly respond to events as they are unfolding. Your work, here, is invaluable & is deeply appreciated.