Meeting Minutes for Dissolved Committee

[Brett Lemons]

My organization has a number of standing committees, as defined in our Bylaws.  Also per our Bylaws, special committees may be established; the section for special committees includes the following statement for dissolving them:  "Such committees will automatically terminate upon completion of the specified task(s)."  The special committee in question met in June, finished it's work, and is now terminated.  However, how do we record or adopt the minutes from this final meeting?  At the time of the final meeting, this specific question wasn't discussed, so there's no real guidance from the Committee members.  

We've had a few initial ideas on how to adopt the minutes from the final meeting:

• Have the Executive Committee, acting on behalf of the full Board, invite the dissolved Committee chair to the next Exec Committee meeting, present on the minutes and confirm they are accurate, and then have the Executive Committee vote to adopt the minutes as presented.
• Have the Chair of the dissolved Committee report at the next full Board meeting about the final meeting, present the minutes, then move for vote on adopting the minutes as presented.
• Have the Committee liaison draft the minutes, have the dissolved Committee Chair approve them via email, then have the dissolved Committee Chair and Secretary somehow sign off on the minutes.  (NB:  Our normal procedure is to have the Secretary approve the minutes, then they are adopted at the following meeting.

We just started talking about this, so these are not exhaustive ideas.  Also, I keep running into the problem (and I may be overthinking this) that options 1 and 2 have the minutes being voted on by members not regularly part of the dissolved Committee, so they have no personal experience or knowledge of the final meeting.  I'd appreciate any suggestions or guidance from the forum members.

 

[EDITED TO ADD:  It is our long standing and expected practice that Committee liaisons take minutes of a meeting and they are adopted at the following meeting.  Committees also report their activities to the full Board when the full Board meets.  The special committee in question did report their final meeting and termination to the full Board.  Is such a report sufficient for recording the minutes of the final meeting?]

Edited July 30, 2024 at 02:16 PM by Brett Lemons
Adding clarifying background

[Joshua Katz]

Well, committees typically do not produce minutes. Rather, they produce a report. Since the committee finished its work, I assume it made a report. So unless there's a rule calling for minutes, I just wouldn't worry about it. If there is such a rule, what should have been done is that the committee should have, at its final meeting, appointed a minutes approval committee. Since that didn't happen, you could always just meet again, even if the committee doesn't technically exist.

I don't know what this means:

On 7/30/2024 at 7:10 AM, Brett Lemons said:

(NB:  Our normal procedure is to have the Secretary approve the minutes, then they are adopted at the following meeting.

The body, not an individual, approves the minutes.

[Richard Brown]

On 7/30/2024 at 9:18 AM, Joshua Katz said:

I don't know what this means:

On 7/30/2024 at 9:10 AM, Brett Lemons said:

(NB:  Our normal procedure is to have the Secretary approve the minutes, then they are adopted at the following meeting.

The body, not an individual, approves the minutes.

I agree. The secretary DRAFTS the minutes. The body (or a minutes approval committee) approves the minutes.

[Brett Lemons]

On 7/30/2024 at 9:18 AM, Joshua Katz said:

The body, not an individual, approves the minutes.

Sloppy grammar on my part:  the Secretary "approves" the minutes, as in "verifies they are accurate, conform to internal formatting standards, reference exhibits correctly, that resolutions are properly identified, etc".  You are correct, the body approves/adopts the minutes.

[Brett Lemons]

On 7/30/2024 at 9:18 AM, Joshua Katz said:

Well, committees typically do not produce minutes. Rather, they produce a report. Since the committee finished its work, I assume it made a report. So unless there's a rule calling for minutes, I just wouldn't worry about it. If there is such a rule, what should have been done is that the committee should have, at its final meeting, appointed a minutes approval committee. Since that didn't happen, you could always just meet again, even if the committee doesn't technically exist.

The special committee in question did report their final meeting and termination to the full Board, so that's all that needs to happen?  Does the Board of Directors need to do anything further?

[Joshua Katz]

On 7/30/2024 at 7:35 AM, Brett Lemons said:

The special committee in question did report their final meeting and termination to the full Board, so that's all that needs to happen?  Does the Board of Directors need to do anything further?

In my opinion, in the absence of a rule requiring the committee to have minutes, it should simply ignore the draft minutes of the final meeting.

By report, though, I don't mean report the fact of a final meeting. I mean the committee's report, which will typically contain recommendations to the board for action. The Board then considers those recommendations, by way of the reporting member moving them on behalf of the committee. If the report was already given, then the board will already have made its decisions (presumably), but it could act further on the report if it sees things in there worth acting on.

[Gary Novosielski]

On 7/30/2024 at 10:35 AM, Brett Lemons said:

The special committee in question did report their final meeting and termination to the full Board, so that's all that needs to happen?  Does the Board of Directors need to do anything further?

That's up to the Board to determine.  It is free to adopt any recommendations in the report, modify them, or ignore them completely.

[Rob Elsman]

If, just for the sake of argument, the report that was presented did contain recommendations to adopt motions or recommendations, how exactly would the board go about ignoring them? Wouldn't something have to be done, if only to burn the report in the fireplace? 🔥

[Richard Brown]

On 7/31/2024 at 8:55 AM, Rob Elsman said:

how exactly would the board go about ignoring them? Wouldn't something have to be done, if only to burn the report in the fireplace? 🔥

Nope. If the report is merely a report (with or without recommendations) and the committee member presenting the report does not make a formal motion, the board can just simply ignore the report. No need to burn it, they can just ignore it.

[Rob Elsman]

I think the operative rule is exactly the opposite. After the presentation of the report by the reporting member, the chair states the question on the first recommendation, even if no formal motion has been made by the reporting member. Alternatively, the chair can ask for the proper motion, but I suspect most organizations would consider this a little too stuffy. I'm joking a little about the fireplace. I do not see a proper path to disposing of a motion made or assumed to have been made by just ignoring it.

[Weldon Merritt]

On 7/31/2024 at 9:14 AM, Rob Elsman said:

After the presentation of the report by the reporting member, the chair states the question on the first recommendation, even if no formal motion has been made by the reporting member. Alternatively, the chair can ask for the proper motion,

Do you have a citation to support this assertion? If I were the chair,. that's what I would do. But I'm not so sure that the chair is obligated to do so.

[Rob Elsman]

RONR (12th ed.) 51:32 mentions this generally, and there is more said in the discussion of the various circumstances that follow.

[Gary Novosielski]

On 7/31/2024 at 9:55 AM, Rob Elsman said:

If, just for the sake of argument, the report that was presented did contain recommendations to adopt motions or recommendations, how exactly would the board go about ignoring them? Wouldn't something have to be done, if only to burn the report in the fireplace? 🔥

Well, if the report contained recommendations in the form of motions, they would be moved at that time, normally by the reporting member.  In that case the question is put before the Board and would be dealt with just like any other motion.  So the Board could ignore the recommendation by moving to Postpone Indefinitely, or could simply vote the motion down.

If the report contained more general recommendations rather than specific motions, the Board could ignore them by doing nothing, i.e., actually ignoring them.

[Rob Elsman]

Even in the case of adopting a motion, Postpone Indefinitely, the assembly is taking official action, not ignoring the pending main motion.

[Richard Brown]

On 7/31/2024 at 9:57 AM, Gary Novosielski said:

If the report contained more general recommendations rather than specific motions, the Board could ignore them by doing nothing, i.e., actually ignoring them.

I agree, as that is what I said earlier. I still agree, as nothing has been said (or cited) to change my mind.  

Even a quick reading of 51:32 of RONR (12th ed.) will show that it does not say what Mr. Elsman claims it says. It refers specifically to a motion for the adoption of a recommendation contained in the report having been made as stated in the previous section, 51:31.

Edited July 31, 2024 at 03:49 PM by Richard Brown
Added last paragraph

[Rob Elsman]

When RONR (12th ed.) refers to the recommendations of a committee, it is referring to recommendations for action by the body receiving the report. RONR (12th ed.) does not use the word, "recommendations", with respect to what Mr. Brown calls "more general recommendations", nor does RONR (12th ed.) provide any guidance for distinguishing "recommendations" from anything that might fall under the amorphous term, "more general recommendations".

Edited July 31, 2024 at 04:03 PM by Rob Elsman

[Atul Kapur]

On 7/31/2024 at 10:14 AM, Rob Elsman said:

After the presentation of the report by the reporting member, the chair states the question on the first recommendation, even if no formal motion has been made by the reporting member.

 

On 7/31/2024 at 10:20 AM, Weldon Merritt said:

Do you have a citation to support this assertion? If I were the chair,. that's what I would do. But I'm not so sure that the chair is obligated to do so.

 

On 7/31/2024 at 10:25 AM, Rob Elsman said:

RONR (12th ed.) 51:32 mentions this generally, and there is more said in the discussion of the various circumstances that follow.

51:33 appears to say the exact opposite, that a motion to give effect to the recommendation is made, either by the reporting member or another member; it does not say that the chair assumes the motion

Quote

A better method of treating a committee recommendation that is not in the form of a resolution—in a case, for example, where the recommendation is to authorize a $2,000 expenditure for a personnel consultant’s fee—is to offer a  motion like this: “In accordance with the recommendation in the committee’s report, I move that the expenditure of $2,000 for a personnel consultant’s fee be authorized.” The reporting member can make such a motion after reading the report, or another member can obtain the floor to do so. [emphasis added]

[Rob Elsman]

I think the forum went through all this back in 2006 or 2007, which was quite a while ago. RONR Off. Interp. 2007-1 was issued, and it is still worth a good read.

[Josh Martin]

On 7/30/2024 at 9:10 AM, Brett Lemons said:

Also per our Bylaws, special committees may be established; the section for special committees includes the following statement for dissolving them:  "Such committees will automatically terminate upon completion of the specified task(s)." 

I would note that this is generally consistent with what RONR says on the subject of special committees.

"A special (select, or ad hoc) committee is a committee appointed, as the need arises, to carry out a specified task, at the completion of which—that is, on presentation of its final report to the assembly—it automatically ceases to exist. A special committee may not be appointed to perform a task that falls within the assigned function of an existing standing committee." RONR (12th ed.) 50:10

On 7/30/2024 at 9:10 AM, Brett Lemons said:

The special committee in question met in June, finished it's work, and is now terminated.  However, how do we record or adopt the minutes from this final meeting?  At the time of the final meeting, this specific question wasn't discussed, so there's no real guidance from the Committee members.  

Well, for starters, committees generally do not take minutes, since the committee's reports serve as the committee's records, so this problem does not arise.

To the extent, however, that committees in your organization do take minutes, what should have been done in this instance is one of the following:

• The minutes could be adopted at the conclusion of the last meeting.
• The committee could appoint a minutes approval subcommittee for the purpose of approving the minutes.

However, neither of these things were done, and the committee no longer exists, so neither of these things are an option at this point.

To the extent that the assembly insists on having these minutes, a logical solution would seem to be for the committee's parent assembly to appoint a minutes approval committee, consisting of some or all of the members of the special committee, to approve the special committee's minutes.

On 7/30/2024 at 9:10 AM, Brett Lemons said:

We've had a few initial ideas on how to adopt the minutes from the final meeting:

• Have the Executive Committee, acting on behalf of the full Board, invite the dissolved Committee chair to the next Exec Committee meeting, present on the minutes and confirm they are accurate, and then have the Executive Committee vote to adopt the minutes as presented.
• Have the Chair of the dissolved Committee report at the next full Board meeting about the final meeting, present the minutes, then move for vote on adopting the minutes as presented.
• Have the Committee liaison draft the minutes, have the dissolved Committee Chair approve them via email, then have the dissolved Committee Chair and Secretary somehow sign off on the minutes.  (NB:  Our normal procedure is to have the Secretary approve the minutes, then they are adopted at the following meeting.

I don't advise any of these options.

The purpose of approving the minutes is to ensure they are a complete and accurate record of what happened at the meeting. As such, the only persons in a position to approve the minutes are the committee's members. To the extent that the board insists on having minutes of committee meetings, I would suggest the board appoint a minutes approval committee, consisting of some or all of the members of the special committee, to approve the special committee's minutes.

On 7/30/2024 at 9:10 AM, Brett Lemons said:

[EDITED TO ADD:  It is our long standing and expected practice that Committee liaisons take minutes of a meeting and they are adopted at the following meeting.  Committees also report their activities to the full Board when the full Board meets.  The special committee in question did report their final meeting and termination to the full Board.  Is such a report sufficient for recording the minutes of the final meeting?]

Under the rules in RONR, yes, the report is all that is required, and committees are not expected to take separate minutes.

However, you say "It is our long standing and expected practice that Committee liaisons take minutes of a meeting." So I think that whether "such a report [is] sufficient for recording the minutes of the final meeting" is a question only your organization can answer, because this is your organization's practice.

On 7/31/2024 at 8:42 AM, Gary Novosielski said:

That's up to the Board to determine.  It is free to adopt any recommendations in the report, modify them, or ignore them completely.

Well, we don't yet know that the report contains any recommendations.

But I understood the OP's question to relate to what (if anything) must be done in regard to the minutes of the final committee meeting, not to relate to what (if anything) must be done in regard to the report.

On 7/31/2024 at 9:14 AM, Rob Elsman said:

I think the operative rule is exactly the opposite. After the presentation of the report by the reporting member, the chair states the question on the first recommendation, even if no formal motion has been made by the reporting member. Alternatively, the chair can ask for the proper motion, but I suspect most organizations would consider this a little too stuffy. I'm joking a little about the fireplace. I do not see a proper path to disposing of a motion made or assumed to have been made by just ignoring it.

On 7/31/2024 at 10:38 AM, Richard Brown said:

I agree, as that is what I said earlier. I still agree, as nothing has been said (or cited) to change my mind.  

Even a quick reading of 51:32 of RONR (12th ed.) will show that it does not say what Mr. Elsman claims it says. It refers specifically to a motion for the adoption of a recommendation contained in the report having been made as stated in the previous section, 51:31.

I think we are getting somewhat distracted from the OP's question here, but I am inclined to agree with Mr. Elsman that, as a general matter, the chair should assume the question on approving the recommendations contained within the report, if no motion is made by a member of the assembly on this subject. (Assuming, of course, that the report contains any recommendations.)

I am also inclined to agree with my other colleagues that the chair is not compelled to do so. But I am inclined to think that in at least 9 cases out of 10, the proper course of action for the chair is to assume the question, and I am not inclined to spend much effort thinking on the remaining case.

On 7/31/2024 at 12:26 PM, Atul Kapur said:

51:33 appears to say the exact opposite, that a motion to give effect to the recommendation is made, either by the reporting member or another member; it does not say that the chair assumes the motion

Official Interpretation 2007-1 suggests that "assuming" a motion to adopt a recommendation contained within a committee report is indeed the expected course of action for the chair, if no motion is immediately forthcoming. The interpretation refers generally to cases in which the chair is assuming a motion "as a means of saving the time of the assembly when it is obvious that the motion is necessary or appropriate in light of the pending business," and uses the case "when a committee report contains recommendations and the reporting member fails to move their adoption," as an example.

"Although “the presiding officer [if] a member of the society … has — as an individual — the same rights … as any other member” it is indeed true that “the impartiality required of the chair in an assembly precludes his exercising these rights while he is presiding.” RONR (10th ed.), p. 382, l. 16-20. This means that the chair may not make or second motions. (The constraints on the chair are less in committees and small boards. RONR [10th ed.], p. 470-71; 483, l. 10-19.) There is a substantial difference, however, between the chair “making” a motion (the making of a motion is described in detail in RONR [10th ed.], p. 32-33) and the chair “assuming” a motion, which he or she does simply by stating (or, sometimes, by putting) the question on it.

The chair’s ability to “assume” a motion that has not actually been made by another member exists to facilitate the business of the assembly, not to give the chair an opportunity to make a motion whose consideration he or she, as an individual member, believes would be desirable. Assuming a motion, rather than waiting or calling for the motion to be made, is appropriate as a means of saving the time of the assembly when it is obvious that the motion is necessary or appropriate in light of the pending business. Thus, when a committee report contains recommendations and the reporting member fails to move their adoption,

when the proper motion is a matter of clear-cut procedure and must necessarily be introduced to resolve the case, the chair may sometimes expedite matters by assuming the motion-that is, stating the question on it without waiting for it to be made — provided that the assembly is accustomed to this method.*

*Such a practice is justified by the fact that more than one person must have voted for the recommendation within the board or committee and must therefore wish it to come before the assembly.
RONR (10th ed.), p. 490, l. 3-9 & n.

Similarly, when a convention must be formally organized through the successive adoption of the reports of the Credentials, Rules and Program Committees, if no one promptly offers the motion to adopt one of these reports, “the chair can call for it, or can assume it by stating, for example, “The question is on the adoption of the report of the Program Committee.” ” RONR (10th ed.), p. 591, l. 20-23.

Upon submission of a resignation from an office or other duty, which requires acceptance by vote of the assembly to become effective, “The chair, on reading or announcing the resignation, can assume a motion “that the resignation be accepted.” RONR (10th ed.), p. 279, l. 14-16. When there is objection to a request for unanimous consent on a matter on which no motion has yet been made, the chair may ask if there is such a motion, “or he must at least put the question, assuming such a motion.” RONR (10th ed.), p. 52, l. 15-16; see also p. 285 (when there is objection to a request to modify or withdraw a motion).

In none of these instances, it will be observed, does the chair’s assumption of a motion give any indication that the chair has any personal views on the merits of the motion." Official Interpretation 2007-1

Edited July 31, 2024 at 07:10 PM by Josh Martin

[Gary Novosielski]

On 7/31/2024 at 3:07 PM, Josh Martin said:

On 7/31/2024 at 9:42 AM, Gary Novosielski said:

That's up to the Board to determine.  It is free to adopt any recommendations in the report, modify them, or ignore them completely.

Well, we don't yet know that the report contains any recommendations.

Which is why I used the word any rather than the word the.

[Rob Elsman]

Good try; no cigar. 😁

[Dan Honemann]

On 7/31/2024 at 3:07 PM, Josh Martin said:

I think we are getting somewhat distracted from the OP's question here, but I am inclined to agree with Mr. Elsman that, as a general matter, the chair should assume the question on approving the recommendations contained within the report, if no motion is made by a member of the assembly on this subject. (Assuming, of course, that the report contains any recommendations.)

But I think this is true only if the recommendations found in the committee's report are stated with such precision and clarity, and in such form, that the chair will have no problem at all in stating the question on them  

The applicable rule is now found in 51:12:

"If the person presenting the report is not a member of the assembly or for any other reason does not make the required motion to implement the recommendations as just described, any member of the assembly can do so; but the motion must then be seconded. Or, when the proper motion is a matter of clear-cut procedure and must necessarily be introduced to resolve the case, the chair may sometimes expedite matters by assuming the motion—that is, stating the question on it without waiting for it to be made."

Some examples are found in 51:44(c), 51:51, and 59:12.

 

 

[Brett Lemons]

On 7/31/2024 at 2:07 PM, Josh Martin said:

But I understood the OP's question to relate to what (if anything) must be done in regard to the minutes of the final committee meeting, not to relate to what (if anything) must be done in regard to the report.

I think we are getting somewhat distracted from the OP's question here, but I am inclined to agree with Mr. Elsman that, as a general matter, the chair should assume the question on approving the recommendations contained within the report, if no motion is made by a member of the assembly on this subject. (Assuming, of course, that the report contains any recommendations.)

Yes, my initial question was about the minutes of the final committee meeting.  That said, the discussion about any recommendations from the committee's report has been helpful, so my thanks to the larger community.  The report did not contain any recommendations, so there's nothing to act on.  This was the first special committee my organization has had; the information and recommendations in this thread will go a long way to helping us if we have another special committee in the future.  Thank you all again!

[Josh Martin]

On 7/31/2024 at 5:52 PM, Dan Honemann said:

But I think this is true only if the recommendations found in the committee's report are stated with such precision and clarity, and in such form, that the chair will have no problem at all in stating the question on them  

The applicable rule is now found in 51:12:

"If the person presenting the report is not a member of the assembly or for any other reason does not make the required motion to implement the recommendations as just described, any member of the assembly can do so; but the motion must then be seconded. Or, when the proper motion is a matter of clear-cut procedure and must necessarily be introduced to resolve the case, the chair may sometimes expedite matters by assuming the motion—that is, stating the question on it without waiting for it to be made."

Some examples are found in 51:44(c), 51:51, and 59:12.

 

I agree with the clarification. And thank you for the citations.