Voting outside a meeting. Which meeting minutes do we add the results to?

[Guest Sara]

We had some unfinished business at the end of our last meeting, so we continued the discussion on Slack, and the vote occurred there as well. Our secretary isn't sure which meeting's minutes to add that to - the meeting where the discussion began, or the following meeting that hasn't happened yet. Which would be best?

[Dan Honemann]

On 7/15/2024 at 6:01 PM, Guest Sara said:

We had some unfinished business at the end of our last meeting, so we continued the discussion on Slack, and the vote occurred there as well. Our secretary isn't sure which meeting's minutes to add that to - the meeting where the discussion began, or the following meeting that hasn't happened yet. Which would be best?

Do your bylaws allow meetings to be held on Slack, and if so, how was this meeting established?

[Richard Brown]

Well, we have a couple of issues here that we need to resolve.

First, do your bylaws (or state law) permit your organization to meet electronically?  Electronic meetings are not permitted by RONR unless your bylaws or state law permit them.

Second, what was the nature of this second meeting?  Was it a regular meeting, a special meeting, or an adjourned meeting?  Although people often refer to an adjourned meeting as being a continuation of the first meeting, it is technically a separate meeting but a continuation of the same session.  In organizations which have monthly meetings, each meeting is normally a separate session.  It makes a difference in the way you write the minutes and sometimes as to what you can and cannot do at the adjourned meeting.  It sounds like you actually had an adjourned meeting, but the adjourned meeting was held electronically.... which may or may not have been legitimate.  That's why I asked if your bylaws or state law permit them.

Assuming that the meeting was properly held, if it was an adjourned meeting, RONR is not as clear as I would like it to be, but it seems to say that the minutes from each meeting are kept, or at least approved, separately, as if they are separate meetings (which they technically are).  If the meeting was a special meeting or a regular meeting (such as the regular monthly meeting held on the next regular meeting day), then the minutes should definitely be separate minutes for that day's meeting just as for your other meetings. 

The provisions dealing with minutes of adjourned meetings are at 9:10 and 48:9 of RONR (12th ed.).   If someone has a better citation for how to write, label and keep minutes of an adjourned meeting, I would welcome it!

[Guest Sara]

Thank you both for your responses. We are a pretty new organization, and our bylaws don't say anything yet about this issue. It sounds like we may need to add something for the future! We had one discussion point that we thought we had finished at the in-person meeting, but one of our board members didn't feel like it was finished yet, so we completed discussing the issue over Slack. We needed to act on the decision before the next in-person meeting. 

[Gary Novosielski]

On 7/16/2024 at 1:31 PM, Guest Sara said:

Thank you both for your responses. We are a pretty new organization, and our bylaws don't say anything yet about this issue. It sounds like we may need to add something for the future! We had one discussion point that we thought we had finished at the in-person meeting, but one of our board members didn't feel like it was finished yet, so we completed discussing the issue over Slack. We needed to act on the decision before the next in-person meeting. 

Well, inconvenience does not give you the power to ignore your bylaws. Anything adopted at an improper meeting is not, in fact, adopted.  If you "need" to act on a decision, then you first "need" to make sure you are following the rules so that the decision is a valid one.

[Joshua Katz]

On 7/16/2024 at 10:31 AM, Guest Sara said:

We had one discussion point that we thought we had finished at the in-person meeting, but one of our board members didn't feel like it was finished yet, so we completed discussing the issue over Slack.

Well, pressing back on my colleagues a bit, if all that happened on the Slack was "discussi[on]," not a decision, then I don't see a problem.

[Atul Kapur]

On 7/16/2024 at 8:28 PM, Joshua Katz said:

Well, pressing back on my colleagues a bit, if all that happened on the Slack was "discussi[on]," not a decision, then I don't see a problem.

See OP

On 7/15/2024 at 6:01 PM, Guest Sara said:

we continued the discussion on Slack, and the vote occurred there as well.

 

[Joshua Katz]

Do the two statements refer to the same discussion? I would have thought not.

In any case, this situation (of not knowing when a discussion is over) suggests that there was debate without a motion. By not doing that, it will always be clear when discussion is over - when the motion comes to a vote. 

[Weldon Merritt]

On 7/15/2024 at 5:01 PM, Guest Sara said:

and the vote occurred there as well

It seems that it was more than just discussion. But all is not necessarily in vain. While the improper "meeting" itself cannot be ratified, if any officers or agents took action based on the improper vote, those actions can be ratified at a properly scheduled meeting, if the assembly chooses to do so. But if the actions are not ratified, those who took the actions are on the hook for any financial consequences.