Minutes from a meeting that was not adjourned

[Guest Al Williams]

I need an answer about the minutes of a meeting. The meeting was called to order and no minutes were taken during the meeting. The meeting became heated and the Moderator became angry and decided to leave. As the Moderator was leaving he looked at the fill in Moderator and said you take over the meeting because I am leaving. The Moderator left the building. The fill in Moderator had never conducted the duties of Moderator and didn't know what to do and did not properly adjourn the meeting. He said "Well I guess the meeting is over". Then everyone left without any motions 1st or 2nd to adjourn. 

Then at the next quarterly meeting we had minutes of the meeting I described above (The person who was supposed to take the minutes did not write anything down during the meeting). The suspicious minutes that were presented at this 2nd quarterly meeting had a date of the 1st meeting but no signature of who took the minutes.

We have always followed straight out of  Robert's Rules and do not have any special items added to this process.

My question is "Are the minutes allowed to be presented for a vote of acceptance since no one took notes during the meeting and/or not admissible for acceptance since the 1st meeting was not ever adjourned (also there was no predetermined end time either)?

 

[Joshua Katz]

On 7/19/2024 at 3:35 PM, Guest Al Williams said:

He said "Well I guess the meeting is over". Then everyone left without any motions 1st or 2nd to adjourn. 

For what it's worth, I also guess that the meeting is over so I'm not terribly worried about it not adjourning.

On 7/19/2024 at 3:35 PM, Guest Al Williams said:

My question is "Are the minutes allowed to be presented for a vote of acceptance since no one took notes during the meeting and/or not admissible for acceptance since the 1st meeting was not ever adjourned (also there was no predetermined end time either)?

 

There should be minutes. If no notes were taken during the meeting, the organization should make an effort to reconstruct minutes with help from those in attendance. And the meeting is certainly over, so I wouldn't worry about that, either. Put something together, the best you can, and get it approved. Then move on with the organization's business.

[Atul Kapur]

On 7/19/2024 at 7:48 PM, Joshua Katz said:

Put something together, the best you can, and get it approved.

It sounds like someone did write a draft minutes and present them for approval.

On 7/19/2024 at 6:35 PM, Guest Al Williams said:

Then at the next quarterly meeting we had minutes of the meeting I described above

even though Guest Al calls them "suspicious." 

Guest Al, I agree with Mr. Katz that the meeting is over, even though the fill-in moderator didn't use the magic words (unless you tell me that there are still people from the 1st meeting sitting in the meeting hall).

On 7/19/2024 at 6:35 PM, Guest Al Williams said:

My question is "Are the minutes allowed to be presented for a vote of acceptance since no one took notes during the meeting

Yes, of course they can be presented. The question is whether these draft minutes are an accurate record of what was done, no matter how they were compiled. It is not grounds for a challenge that you are concerned that the person relied on memory rather than notes -- you need to review them and, if you believe there is an error, offer corrections. (I prefer that secretaries, and wait staff, write things down rather than rely on memory, but they decide how to do their job and I can just judge the results.)

So both the non-standard adjournment and the lack of contemporaneous note-taking have nothing to do with whether the minutes can be presented or approved. The sole question is whether they are accurate.

[Richard Brown]

Agreeing with my colleagues, once everybody leaves the building and someone turns off the lights and locks the door, you’re pretty much assured that the meeting is over. As to the minutes, if there was no secretary or secretary pro tem or if that person did not prepare any minutes, any other member or a committee can prepare Draft minutes to be presented to the society for approval. 

[Josh Martin]

On 7/19/2024 at 5:35 PM, Guest Al Williams said:

I need an answer about the minutes of a meeting. The meeting was called to order and no minutes were taken during the meeting. The meeting became heated and the Moderator became angry and decided to leave. As the Moderator was leaving he looked at the fill in Moderator and said you take over the meeting because I am leaving. The Moderator left the building. The fill in Moderator had never conducted the duties of Moderator and didn't know what to do and did not properly adjourn the meeting. He said "Well I guess the meeting is over". Then everyone left without any motions 1st or 2nd to adjourn. 

While what happened was not exactly proper, the meeting was adjourned. It seems to me that by the fill in Moderator saying "Well I guess the meeting is over," and everyone then walking out, the assembly effectively agreed, by unanimous consent, to the fill in Moderator's suggestion to adjourn the meeting.

We get some variation of this question every few months or so. I am always impressed by how creative people are in this matter. But contrary to popular belief, Robert's Rules is not just about arcane procedures and magic words. It still exists within the bounds of reality and practicality. If everyone leaves, the meeting is adjourned, regardless of whether a motion is adopted to this effect or whether the chair (or anyone else) says the magic words "The meeting is adjourned." A meeting is not just "in limbo" forever because no one says the right code phrase.

None of this is to say that the Moderator (or the fill in Moderator) acted properly in this matter, but the general rule is that when an error occurs, the time to complain about the error is immediately, not weeks or months later.

"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)." RONR (12th ed.) 23:5

I will also add that none of this has anything to do with the minutes. Minutes must be taken of all meetings, and the minutes should simply record what happened, regardless of whether what happened was proper.

On 7/19/2024 at 5:35 PM, Guest Al Williams said:

Then at the next quarterly meeting we had minutes of the meeting I described above (The person who was supposed to take the minutes did not write anything down during the meeting). The suspicious minutes that were presented at this 2nd quarterly meeting had a date of the 1st meeting but no signature of who took the minutes.

I'm a bit confused as to how these minutes came to be, but in any event, someone took the minutes, so good for them for picking up the slack caused by the Secretary's dereliction of duty.

I'm not clear on what is believed to be "suspicious" about these minutes. It's unfortunate that the minutes are not signed, but it is not the end of the world. If someone would come forward about taking the minutes so they can sign them and be applauded for a job well done, good. But even if not, so long as the minutes are an accurate record of what happened at the meeting, they should be promptly approved.

On 7/19/2024 at 5:35 PM, Guest Al Williams said:

My question is "Are the minutes allowed to be presented for a vote of acceptance since no one took notes during the meeting and/or not admissible for acceptance since the 1st meeting was not ever adjourned (also there was no predetermined end time either)?

Yes, the minutes are allowed to be presented for acceptance.

1.) Minutes must be taken and approved for every meeting, no exceptions. You can't evade the requirement to take minutes just because the Secretary is lazy. If no one takes notes during the meeting, then someone will have to take notes after the meeting, to the best of their recollection.

2.) The meeting was adjourned. (And even if it wasn't, it's not clear to me how that would magically erase everything that happened during the meeting.)

3.) To be clear, all the assembly is saying when it approves the minutes is "These minutes are, to the best of our knowledge, an accurate and complete record of what happened at the meeting." That's it. The assembly isn't saying whether it likes what happened at the meeting. They aren't blessing any procedural errors that occurred. They're just saying "Yes, these notes look correct." The only reason to question the minutes is if they contain an error or omission, in which event, the solution is to correct the error or omission, and then approve the minutes.

I would also clarify that (although most assemblies get this wrong), there should never be a "vote of acceptance" on the minutes. Rather, the chair asks if there are any corrections to the minutes. Generally, these are handled by unanimous consent, but if there is disagreement, majority rules. After any corrections are dealt with, the chair declares the minutes approved. Refusing to approve the minutes is not an option.

Edited July 20, 2024 at 02:22 PM by Josh Martin

[Rob Elsman]

I am missing something of the facts, but the use of the agentless passive voice leaves me in suspense.

[Weldon Merritt]

On 7/20/2024 at 8:52 AM, Josh Martin said:

the Secretary's dereliction of duty

It's not clear to me that the secretary was present. If not, the dereliction was on the part of the moderator for not conducting an election for a secretary pro tem (or the assembly for not insisting on it). Of course, if the secretary was present, I agree that failing to take the minutes was a dereliction of duty.

[Dan Honemann]

I haven't seen anything yet that says that the Secretary didn't prepare the minutes.

[Josh Martin]

I appreciate and agree with the clarifications from Mr. Merritt and Mr. Honemann.

My interpretation of the facts presented was that "The person who was supposed to take the minutes" was either the Secretary or Secretary Pro Tempore, and that this person failed to prepare the minutes. Further, it seemed implied that the person who presented the "suspicious" minutes was someone other than the person who served as Secretary or Secretary Pro Tempore.

But on further reflection, I agree that these assumptions are not necessarily correct.

On 7/19/2024 at 5:35 PM, Guest Al Williams said:

Then at the next quarterly meeting we had minutes of the meeting I described above (The person who was supposed to take the minutes did not write anything down during the meeting). The suspicious minutes that were presented at this 2nd quarterly meeting had a date of the 1st meeting but no signature of who took the minutes.

 

[Atul Kapur]

On 7/20/2024 at 12:58 PM, Dan Honemann said:

I haven't seen anything yet that says that the Secretary didn't prepare the minutes.

 

On 7/20/2024 at 1:11 PM, Josh Martin said:

My interpretation of the facts presented was that "The person who was supposed to take the minutes" was either the Secretary or Secretary Pro Tempore, and that this person failed to prepare the minutes.

We are told two things by the OP

On 7/19/2024 at 6:35 PM, Guest Al Williams said:

The person who was supposed to take the minutes did not write anything down during the meeting

and 

On 7/19/2024 at 6:35 PM, Guest Al Williams said:

no minutes were taken during the meeting.

As draft minutes were presented for approval at the next meeting,  I interpret the OP as saying that they did not observe the minute-taker to be taking any notes during the meeting.

Unless there were errors in the draft minutes, I see no dereliction. Even if there were errors, that does not necessarily lead to a conclusion of dereliction. 

Even if the minute-taker actually did not take any notes (as opposed to not being seen to do so or making a recording by another means), this is a case of building a mountain out of -- not a molehill -- a red herring.