General timliness of minutes approval

[Guest AAG]

Our HOA Board meets monthly and approves (and posts online) minutes at each meeting for the preceeding meeting, per the bylaws. There is also an annual meeting of the General Membership, wherein the Board members are elected. The bylaws state that the order of business for this annual meeting shall include "reading of the minutes of the preceeding meeting." General membership is being told by our Managing Agent that we cannot know the results of the election of Board members until the minutes are approved at the next annual meeting, citing Roberts Rules. However the Board will have been meeting for a year by that time. Although one can certainly learn the identities of the members through other means (attending meetings of course,) one cannot know the actual tallies, number of votes, etc. It would seem to be our right to know this during the year this Board is conducting business on our behalf. Does RONR address timliness directly or is it strictly a function of bylaws? Any comments would be useful, thank you.

[Gary Novosielski]

Our HOA Board meets monthly and approves (and posts online) minutes at each meeting for the [preceding] meeting, per the bylaws. There is also an annual meeting of the General Membership, wherein the Board members are elected. The bylaws state that the order of business for this annual meeting shall include "reading of the minutes of the [preceding] meeting." General membership is being told by our Managing Agent that we cannot know the results of the election of Board members until the minutes are approved at the next annual meeting, citing Roberts Rules. However the Board will have been meeting for a year by that time. Although one can certainly learn the identities of the members through other means (attending meetings of course,) one cannot know the actual tallies, number of votes, etc. It would seem to be our right to know this during the year this Board is conducting business on our behalf. Does RONR address timliness directly or is it strictly a function of bylaws? Any comments would be useful, thank you.

If the managing agent were truly "citing" Robert's Rules, he would be telling you the page and line number. And it would be a fair question for anyone to ask for that information, since he's the one making that foolish claim.

In the first place, the Annual General Meeting should empower a committee to review and approve the minutes of the AGM as soon as the minutes are prepared. It's ridiculous to wait an entire year, because nobody will remember what went on.

But quite apart from that, the results of the election, including a report of all vote tallies, should be announced at the same meeting where the election takes place. What kind of idiotic rule would it be for members not to know who was elected until they had already been serving for a year.

Nor is there any need for informational communications to be strictly confined to the minutes. The secretary could certainly send a printed copy, an e-mail, or post on your web site the election report for members who could not attend, if that's what the membership wants.

All that's needed is to make a motion under New Business, or even immediately after the election is complete. (The results should still be announced at the meeting.) Seek recognition, and move

"I move that the results of the election be listed on the society's web site within two weeks of today." Or something like that. Make sure you have someone ready to second it. If they tell you Robert's Rules won't allow that, ask them to cite the page. And if the chair rules it out of order, move to Appeal from the Decision of the Chair. [RONR p. 247-252]

The minutes are not the official record until they are approved, but all actions taken, motions, elections, or what have you, are official as soon as they happen, and do not have to wait for the minutes to catch up.

[Trina]

The bylaws state that the order of business for this annual meeting shall include "reading of the minutes of the preceeding meeting." General membership is being told by our Managing Agent that we cannot know the results of the election of Board members until the minutes are approved at the next annual meeting...

I agree with Mr. Novosielski's comments.

With regard to this part of your question, nothing wrong with "reading" the minutes of the previous annual meeting, if that's what your bylaws clearly say to do (although your organization may wish to amend that instruction in the bylaws if some people are interpreting it to mean that approval of those minutes is supposed to wait for a whole year also). Note that when RONR describes the standard or customary order of business (p. 342) it lists 'reading and approval of minutes'. I would suggest that "reading" is not exactly the same thing as "reading and approval".

[Tim Wynn]

I agree with Mr. Novosielski's comments.

With regard to this part of your question, nothing wrong with "reading" the minutes of the previous annual meeting, if that's what your bylaws clearly say to do (although your organization may wish to amend that instruction in the bylaws if some people are interpreting it to mean that approval of those minutes is supposed to wait for a whole year also). Note that when RONR describes the standard or customary order of business (p. 342) it lists 'reading and approval of minutes'. I would suggest that "reading" is not exactly the same thing as "reading and approval".

I agree with Trina's comments, including the one about agreeing with Mr. Novosielski's comments.

I'm suspicious that the result is not being declared by the chair at the meeting where the election is held. It sounds like there's some secret ballot tabulating going on.

For some relevant references, see RONR(10th ed.), p. 457, l. 21-32, and p. 404, l. 4-5.

[Guest AAG]

I agree with Trina's comments, including the one about agreeing with Mr. Novosielski's comments.

I'm suspicious that the result is not being declared by the chair at the meeting where the election is held. It sounds like there's some secret ballot tabulating going on.

For some relevant references, see RONR(10th ed.), p. 457, l. 21-32, and p. 404, l. 4-5.

Thank you all for your prompt and useful replies. They certainly support our beliefs in this matter.

While our copy of RONR is in the mail, I have a query regarding the way motions are reflected in the minutes. Are we correct in thinking that minutes should reflect the entire "text" verbatim of the motion as it was voted on, and include the vote tallies (ie 3 yea, 2 nay)? Do the identities of the members voting either way need to be recorded? (ie: Yea, Smith, Jones, Brown; Nay, Green, Black-?) Here is an example of an item taken from our minutes that we think is inadequately reported:

"5. Motion to do caulking/painting/trim/minor wood repair work this year (2010) by [board Member D] Motion carries."

I'm sure this is opening a very large topic in RONR but any response will be appreciated while we await delivery of our copy. Thank you again!

[hmtcastle]

Thank you all for your prompt and useful replies. They certainly support our beliefs in this matter.

While our copy of RONR is in the mail, I have a query regarding the way motions are reflected in the minutes. Are we correct in thinking that minutes should reflect the entire "text" verbatim of the motion as it was voted on, and include the vote tallies (ie 3 yea, 2 nay)? Do the identities of the members voting either way need to be recorded? (ie: Yea, Smith, Jones, Brown; Nay, Green, Black-?) Here is an example of an item taken from our minutes that we think is inadequately reported:

"5. Motion to do caulking/painting/trim/minor wood repair work this year (2010) by [board Member D] Motion carries."

The minutes should record the precise language of the motion as stated by the chair, along with the name of the maker of the motion. In most instances, it's enough to record that the motion was either adopted or lost (or however else it was disposed of). If the vote was a counted vote, you'd also record the number of affirmative and negative votes. If it was a roll call vote (which is not typical), you'd record how each member voted.

[Gary Novosielski]

Thank you all for your prompt and useful replies. They certainly support our beliefs in this matter.

While our copy of RONR is in the mail, I have a query regarding the way motions are reflected in the minutes. Are we correct in thinking that minutes should reflect the entire "text" verbatim of the motion as it was voted on, and include the vote tallies (ie 3 yea, 2 nay)? Do the identities of the members voting either way need to be recorded? (ie: Yea, Smith, Jones, Brown; Nay, Green, Black-?) Here is an example of an item taken from our minutes that we think is inadequately reported:

"5. Motion to do caulking/painting/trim/minor wood repair work this year (2010) by [board Member D] Motion carries."

I'm sure this is opening a very large topic in RONR but any response will be appreciated while we await delivery of our copy. Thank you again!

The way it is listed looks fine[*], presuming it was a voice vote, show of hands, or other uncounted vote. How was this particular item voted on?

If, at the time of the vote an actual count was made, by a rising vote, counted show of hands, or a ballot vote, then the vote counts should also be shown.

If the vote was, in fact, taken by roll call, where each member's name was read and answered to, then the names of the members and how each voted should also be recorded.

__________

* ...if that was the actual wording of the motion, which is possible, but looks somewhat doubtful.

[Tim Wynn]

Thank you all for your prompt and useful replies. They certainly support our beliefs in this matter.

You're welcome.

While our copy of RONR is in the mail, I have a query regarding the way motions are reflected in the minutes. Are we correct in thinking that minutes should reflect the entire "text" verbatim of the motion as it was voted on, and include the vote tallies (ie 3 yea, 2 nay)? Do the identities of the members voting either way need to be recorded? (ie: Yea, Smith, Jones, Brown; Nay, Green, Black-?) Here is an example of an item taken from our minutes that we think is inadequately reported:

"5. Motion to do caulking/painting/trim/minor wood repair work this year (2010) by [board Member D] Motion carries."

Ms. D moved "that caulking, painting, trim, and minor wood repair work be done this year." The motion was adopted.

The motion should appear in the minutes exactly as it is put by the chair, when the vote is taken.

[Trina]

Ms. D moved "that caulking, painting, trim, and minor wood repair work be done this year." The motion was adopted.

The motion should appear in the minutes exactly as it is put by the chair, when the vote is taken.

The wording of the motion above sounds awfully vague as far as specifying exactly what work will be done, who will do it, what it will cost, etc. However, if that is the wording of the motion as stated prior to the vote, then certainly that's what should appear in the minutes. If the members actually discussed all those details before taking the vote, and assumed that the details were incorporated without being explicitly part of the motion, that's a sloppy practice.

[Tim Wynn]

The wording of the motion above sounds awfully vague as far as specifying exactly what work will be done, who will do it, what it will cost, etc. However, if that is the wording of the motion as stated prior to the vote, then certainly that's what should appear in the minutes. If the members actually discussed all those details before taking the vote, and assumed that the details were incorporated without being explicitly part of the motion, that's a sloppy practice.

I concur, but we work with the information we're given. If the assembly adopted a vague motion, the minutes should specifically record the vagueness.

[David A Foulkes]

Here is an example of an item taken from our minutes that we think is inadequately reported:

"5. Motion to do caulking/painting/trim/minor wood repair work this year (2010) by [board Member D] Motion carries."

Ms. D moved "that caulking, painting, trim, and minor wood repair work be done this year." The motion was adopted.

The motion should appear in the minutes exactly as it is put by the chair, when the vote is taken.

It might also be worth mentioning that the phrasing by chair when the question is being put (that is, a vote is now being called for by the chair) may differ from the wording Board Member D used initially, due to any amending (perfecting) of the motion during debate. So while Member D may have moved to do "some fixing up" around the clubhouse this year, Member E may have moved to strike "some fixing up" and insert "caulking, painting, trim and minor wood repair."

The latter is how it should be recorded in the minutes, even though that's not how the whole thing started out with Member D. Just thought I'd mention that.

[Trina]

I concur, but we work with the information we're given. If the assembly adopted a vague motion, the minutes should specifically record the vagueness.

I agree. On the old message board I once asked a question about vague motions, my example being:

"Mr. Brown moved to pay another member, to be chosen by the board, a sum of money, to be determined by the board, to paint the clubhouse a nice color."

This was prompted by a frustrating meeting I had just attended, at which the members intentionally adopted a motion that was exactly that vague. They wanted it vague. I remember that all the replies on the forum assured me that the minutes should indeed reflect the exact wording of the motion that was passed, no matter how meaningless, vague, or misleading that wording might be .

[Guest AAG]

Thank you again...

This is all quite clear and very helpful.

[Gary c Tesser]

Thank you again...

This is all quite clear and very helpful.

Yes. Aren't they splendid? [Note to self: rotate "splendid" "spectacular," "sublime," and maybe more synonyms beginning with another letter. But man, they are awesome. -- O look, I begin the alphabet again.]