BOD Meeting Minutes

[Gene]

At our annual Board of Directors Meeting the Secretary has the responsibility to record the actions of the meeting and all other activities proper to be recorded during the meeting. The Secretary has 90 days to publish the minutes of the meeting for review by the Board of Directors who will make recommendations for corrections or changes before the next annual meeting where a motion to accept the minutes either as presented or as corrected or changed will be made, seconded, discussed, and a vote held.

This year's Published Meeting Minutes do not reflect the meetings activities as were recorded in the notes of various Board Members other than the Secretary. To resolve the differences between the Published Minutes and other meeting notes a request for copies of the Secretary's handwritten "minutes" were requested. The request was denied based on Section 41 of Robert's Rules of Order, Newly Revised which states . . . ". . . the minutes do not become the minutes and assume their essential status as the official record of the proceedings of the society until they have been approved . . .; and Only the secretary's corrected copy or a retyping of it is official in such a case. “

The response to the request stated that the handwritten documents had no standing in the official records of the organization and were “private notes of individuals – notes which have no official status” with the organization and cannot be used to represent the organization. Hence, you are asking for personal information over which no officer of the organization has any jurisdiction or authority."

The question that now is foremost in our opinion is: If the handwritten records that are taken by the Recording Secretary are not considered “official organization documents” how can the organization be assured that the Published Minutes convey an accurate record of actions and all things proper to be recorded from the meeting? Does Roberts Rules of Order address the status of the documents developed by the Recording Secretary during the meeting? Are they, as has been stated by the organization president, simply private notes of individuals?

Thank you for any information you can provide as we can see this as something that will have to be resolved in our organization.

Gene

[Guest Guest]

Have you discussed the discrepancies (which seem to be many and significant, from your narrative) with the Secretary? If not, why not? If so, what does the Secretary say to explain the differences?

What kinds of differences are there? Motions wrded differently? Motions passed that failed? Fabrications of the actions of the board?

Is there a history of how the Secretary has performed the duties of office in the past?

Is it possible that there is a gross isunderstanding of the role of the Secretary and the nature of proper minutes by any of the parties?

[Gene]

Have you discussed the discrepancies (which seem to be many and significant, from your narrative) with the Secretary? If not, why not? If so, what does the Secretary say to explain the differences?

What kinds of differences are there? Motions wrded differently? Motions passed that failed? Fabrications of the actions of the board?

Is there a history of how the Secretary has performed the duties of office in the past?

Is it possible that there is a gross isunderstanding of the role of the Secretary and the nature of proper minutes by any of the parties?

[hmtcastle]

If the handwritten records that are taken by the Recording Secretary are not considered “official organization documents” how can the organization be assured that the Published Minutes convey an accurate record of actions and all things proper to be recorded from the meeting?

The board can assure that the minutes are accurate by not waiting a year to approve them (three months is the limit). Nothing prevents other board members from taking their own notes but since the minutes are a record of what was done (e.g. motions) and not what was said (e.g. debate), there should be little disagreement on what was done. If you simply don't trust your secretary, any member can submit an alternate draft of the minutes.

Does Roberts Rules of Order address the status of the documents developed by the Recording Secretary during the meeting? Are they, as has been stated by the organization president, simply private notes of individuals?

Nothing in RONR requires the secretary to submit her notes or, for that matter, her draft of the minutes before submitting them at the meeting where they are to be approved. Your rules may vary.

[Gene]

I am the only incumbent member of the Executive Committee of the organization, the treasurer. Our officers are elected for four year terms and there was not a candidate for the position of Secretary. During the old business portion of the meeting the outgoing secretary took records. At the start of the new business the new president, with the approval of the Board, appointed an interim secretary to record the meeting activities. It was not clear that the person had any previous Recording Secretary experience, but the Board approved the individual on an interim basis. The outgoing Secretary turned her "records" over to the interim Secretary at the end of the old business portion.

When the first draft of the minutes was sent to me and others for review we pointed out several areas that needed to be corrected based on notes that we had taken and because some of the information included in the first draft was blatantly false or misrepresented the facts to improve the position of the new president and vice-president.

We have since tried to clear up these issues but feel we are being stonewalled by the refusal of the new president ot provide the documents requested.

We believe that the minutes are being changed at the direction of the new president to remove actions that failed when he tried to implement them during the meeting.

[hmtcastle]

We believe that the minutes are being changed at the direction of the new president to remove actions that failed when he tried to implement them during the meeting.

Submit your own draft minutes for approval. Again, you shouldn't wait an entire year (memories fade) but you should be able to reconstruct the business of the previous meeting. All you can do is the best you can. The president has only one vote.

[Gene]

The board can assure that the minutes are accurate by not waiting a year to approve them (three months is the limit). Nothing prevents other board members from taking their own notes but since the minutes are a record of what was done (e.g. motions) and not what was said (e.g. debate), there should be little disagreement on what was done. If you simply don't trust your secretary, any member can submit an alternate draft of the minutes.

Nothing in RONR requires the secretary to submit her notes or, for that matter, her draft of the minutes before submitting them at the meeting where they are to be approved. Your rules may vary.

The Bylaws and Policies of our organization provide for any member of the organization or interested member of the public to review the organization's records and to obtain copies of the records per the following Paragraphs.

Bylaw 3.40 The (Organization)President and Secretary shall retain copies of minutes of EC and Board Meetings, Financial Reports and Audits, Membership Lists, Contracts and other documents pertinent to Club operation for at least seven years. Such records may be inspected by any (ORGANIZATION) member or any interested member of the public AEPM.

Policy 3.40 An (ORGANIZATION) Member may examine any records of the Club by writing to the (ORGANIZATION) Secretary detailing the records to be examined. The (ORGANIZATION) Secretary will then arrange for the examination within 30 days. If copies are desired a reasonable cost for copying may be charged.

So we are now trying to resolve IF the recording Secretary's notes from the meeting would be considered outside of the organization's documents or because they are the result of the Secretary performing a portion of the official duties of the Secretary as defined in the organization’s Policy Manual are they documents that must be made available to the member pursuant to Bylaw 3.40 and Policy 3.40?

Secretary: The Secretary shall keep minutes of all meetings, and along with the President be custodian of OCA records. Minutes of all BOD Meetings must be distributed to all BOD within 90 days after a recorded meeting. With the exception of special balloting procedures and the election of Officers the Secretary will receive all ballots for retention for one (1) year after the official results of the ballot is announced.

[Gene]

Submit your own draft minutes for approval. Again, you shouldn't wait an entire year (memories fade) but you should be able to reconstruct the business of the previous meeting. All you can do is the best you can. The president has only one vote.

Is there a specific section of Roberts Rules of Order, Newly Revised that addressed the issue of someone other than the Secretary submitting a draft of the meeting Minutes for review and approval?

[hmtcastle]

So we are now trying to resolve IF the recording Secretary's notes from the meeting would be considered outside of the organization's documents or because they are the result of the Secretary performing a portion of the official duties of the Secretary as defined in the organization’s Policy Manual are they documents that must be made available to the member pursuant to Bylaw 3.40 and Policy 3.40?

I guess that's a good question, but RONR won't answer it for you.

If I were the secretary, I'd be very reluctant to have my scribbled notes subject to review by any member that wants to look at them. That's a good way to end up without a secretary.

In fact, if I were secretary I'd probably say, "Notes? What notes? I use a tape recorder."

[hmtcastle]

Is there a specific section of Roberts Rules of Order, Newly Revised that addressed the issue of someone other than the Secretary submitting a draft of the meeting Minutes for review and approval?

Any member may offer corrections to the submitted draft and there's no limit to the extent of those corrections. See p. 456.

[Gene]

Submit your own draft minutes for approval. Again, you shouldn't wait an entire year (memories fade) but you should be able to reconstruct the business of the previous meeting. All you can do is the best you can. The president has only one vote.

You guys are fantastic. Peel away all of the bulk and get to the heart of the issue. RRoO,NR doesn't address the documents or "tapes" that are used by the secretary to compile the Meeting Minutes, but you gave us another path to resolve the issues. We can document and present a different version of the Meeting Minutes for discussion during the annual meeting next year. And as with the position taken by the current president and interim recording secretary, we don't have to provide any support for our version. And in our organization the president doesn't even get one vote unless there is a tie.

Is this a great world, or what? Just a little sarcasm.

Thanks for your help..

[Gary Novosielski]

You guys are fantastic. Peel away all of the bulk and get to the heart of the issue. RRoO,NR doesn't address the documents or "tapes" that are used by the secretary to compile the Meeting Minutes, but you gave us another path to resolve the issues. We can document and present a different version of the Meeting Minutes for discussion during the annual meeting next year. And as with the position taken by the current president and interim recording secretary, we don't have to provide any support for our version. And in our organization the president doesn't even get one vote unless there is a tie.

Is this a great world, or what? Just a little sarcasm.

Thanks for your help..

You may have skipped another problem. What's with this "interim secretary" stuff? Is that authorized by your bylaws?

Just because there was no candidate for secretary doesn't mean you don't hold the election. You pass out blank ballots and ask people to elect a secretary--add keep doing that till someone accepts. If your bylaws don't explicitly grant the president the power to appoint "interim" officers, then that action was improper, with or without the consent of the board (which may also have been improper).

The failure to hold an election does not create a vacancy. It creates a need to hold the election.

[Guest Guest]

You may have skipped another problem. What's with this "interim secretary" stuff? Is that authorized by your bylaws?

Just because there was no candidate for secretary doesn't mean you don't hold the election. You pass out blank ballots and ask people to elect a secretary--add keep doing that till someone accepts. If your bylaws don't explicitly grant the president the power to appoint "interim" officers, then that action was improper, with or without the consent of the board (which may also have been improper).

The failure to hold an election does not create a vacancy. It creates a need to hold the election.

Why don't YOU run for Secretary and then you can deal with the minutes issue. You may be able to hold both offices; it is not uncommon for one person to be Secretary/Treasurer.

[hmtcastle]

You may have skipped another problem. What's with this "interim secretary" stuff? Is that authorized by your bylaws?

The failure to hold an election does not create a vacancy. It creates a need to hold the election.

Well, the OP did indicate that the board approved the "appointment". If we substitute "pro tem" for "interim" I think we could live with that until the election is completed. But, yes, the election needs to be completed.

[Josh Martin]

Well, the OP did indicate that the board approved the "appointment". If we substitute "pro tem" for "interim" I think we could live with that until the election is completed.

If previous notice was provided for the election of a Secretary Pro Tem for more than one session, and the Secretary Pro Tem is only performing the duties of the Secretary in connection with board meetings, then I agree.

[Gary Novosielski]

If previous notice was provided for the election of a Secretary Pro Tem for more than one session, and the Secretary Pro Tem is only performing the duties of the Secretary in connection with board meetings, then I agree.

Yes, you beat me to it. "Interim" usually implies an ongoing replacement, rather than the typically one-session pro-tem replacement. A durable replacement isn't valid under any name without prior notice.

And the distinction with respect to board matters (only) is important. If the secretary is elected by the general assembly, and serves both as secretary of the society and of the board, the board can elect a secretary pro-tem of the board, but that person would have none of the authority of the secretary of the society.

[Gene]

I have just read the comments regarding the issue of the interim secretary and I may have used incorrect terminology.

Our organization holds Board of Directors elections once every four years to elect the president, vice-president, secretary, treasurer, and 2 directors from each of seven geographical areas across the United States. The president, vice-president, secretary and treasurer are elected on a national level and the directors are elected by members from the area that they represent. In this case no one was nominated for the secretary’s position and the position became vacant at the end of old business during the annual meeting.

From the Published Minutes of the 2010 Annual BOD Meeting

“The President appointed **** ********* as Acting Interim Secretary because no one ran for the position. ********* took his seat and assumed the duties as Acting Secretary.”

This appointment was limited to the 2010 BOD Meeting. Since that time there has not been anyone presented to the BOD by the president to fill the secretary’s position. The published Meeting Minutes were drafted by the “Acting Interim Secretary”.

Our Bylaws contain provisions for filling empty positions on the BOD.

4.61 In the event of a vacancy on the BOD or of an Appointee, the President shall appoint a replacement for the remainder of the term, except for the Presidency which shall be filled by the Vice President. A Vice President shall then be appointed by the new President. All appointments are subject to ratification by the BOD.

4.62 No Board Member shall hold more than one elected position at one time. He may however hold appointed position.

As you can see from Bylaw 4.62 the treasurer can’t hold both offices (secretary/treasurer) in our organization.

The statement that caught my eye is that:

"And the distinction with respect to board matters (only) is important. If the secretary is elected by the general assembly, and serves both as secretary of the society and of the board, the board can elect a secretary pro-tem of the board, but that person would have none of the authority of the secretary of the society."

Are you saying that if the president appoints a secretary to fill the rest of the term, basically 3 1/2 years, that because the secretary was not elected by the membership that the secretary does not represent the membership and can't vote on any issues related to the membership? If that is the case what section of RRoO, NR would be used to support that scenerio?

Sorry to keep this open, but there seems to be a new subject here that has not been on my radar before.

Gene

[hmtcastle]

Are you saying that if the president appoints a secretary to fill the rest of the term, basically 3 1/2 years, that because the secretary was not elected by the membership that the secretary does not represent the membership and can't vote on any issues related to the membership?

I don't think anyone is saying that.

If properly elected or appointed, the secretary is the secretary.

But the authority to fill a mid-term vacancy does not apply to an incomplete election. So you can continue to elect a secretary pro tem for each meeting until the election is complete.

[Gary Novosielski]

I have just read the comments regarding the issue of the interim secretary and I may have used incorrect terminology.

Our organization holds Board of Directors elections once every four years to elect the president, vice-president, secretary, treasurer, and 2 directors from each of seven geographical areas across the United States. The president, vice-president, secretary and treasurer are elected on a national level and the directors are elected by members from the area that they represent. In this case no one was nominated for the secretary’s position and the position became vacant at the end of old business during the annual meeting.

From the Published Minutes of the 2010 Annual BOD Meeting

“The President appointed **** ********* as Acting Interim Secretary because no one ran for the position. ********* took his seat and assumed the duties as Acting Secretary.”

This appointment was limited to the 2010 BOD Meeting. Since that time there has not been anyone presented to the BOD by the president to fill the secretary’s position. The published Meeting Minutes were drafted by the “Acting Interim Secretary”.

Our Bylaws contain provisions for filling empty positions on the BOD.

4.61 In the event of a vacancy on the BOD or of an Appointee, the President shall appoint a replacement for the remainder of the term, except for the Presidency which shall be filled by the Vice President. A Vice President shall then be appointed by the new President. All appointments are subject to ratification by the BOD.

4.62 No Board Member shall hold more than one elected position at one time. He may however hold appointed position.

As you can see from Bylaw 4.62 the treasurer can’t hold both offices (secretary/treasurer) in our organization.

The statement that caught my eye is that:

"And the distinction with respect to board matters (only) is important. If the secretary is elected by the general assembly, and serves both as secretary of the society and of the board, the board can elect a secretary pro-tem of the board, but that person would have none of the authority of the secretary of the society."

Are you saying that if the president appoints a secretary to fill the rest of the term, basically 3 1/2 years, that because the secretary was not elected by the membership that the secretary does not represent the membership and can't vote on any issues related to the membership? If that is the case what section of RRoO, NR would be used to support that scenerio?

Sorry to keep this open, but there seems to be a new subject here that has not been on my radar before.

Gene

You said "empty positions" but the bylaws said "vacancies". You don't have a vacancy because the secretary did not vacate the position in mid-term; rather, the secretary's term expired, and you did not elect a new secretary.

You can't use the president's vacancy-filling powers for this purpose. You still need to elect a secretary, because there is no "unexpired term" to appoint anyone into. The previous term expired completely, and a new one starts with an election.

[Gene]

So that I am sure that I understand it is your position that the election process is incomplete and the organization is required now to hold a special election to elect a new secretary?

Is this another way of making your point?

The organization's Secretary position is intended to be filled by electing a member of the organization to the position by popular vote of the national membership. Only after filling the position by this election procedure can and then it being vacated can Bylaw 4.61 be applied?

"You can't use the president's vacancy-filling powers for this purpose. You still need to elect a secretary, because there is no "unexpired term" to appoint anyone into. The previous term expired completely, and a new one starts with an election."

Am I anywhere close on this?

Gene

[Gary Novosielski]

So that I am sure that I understand it is your position that the election process is incomplete and the organization is required now to hold a special election to elect a new secretary?

Well, I'm not sure it's really a "special" election. It's the regular election that you were supposed to hold but still haven't, for reasons unknown.

But yeah, you need to hold one, whatever you want to call it.

[Josh Martin]

So that I am sure that I understand it is your position that the election process is incomplete and the organization is required now to hold a special election to elect a new secretary?

Is this another way of making your point?

The organization's Secretary position is intended to be filled by electing a member of the organization to the position by popular vote of the national membership. Only after filling the position by this election procedure can and then it being vacated can Bylaw 4.61 be applied?

"You can't use the president's vacancy-filling powers for this purpose. You still need to elect a secretary, because there is no "unexpired term" to appoint anyone into. The previous term expired completely, and a new one starts with an election."

Am I anywhere close on this?

What you need to do is to complete the election of Secretary, which was never completed. In the meantime, all the board can do is elect a Secretary Pro Tempore for the purpose of performing the parliamentary duties of the Secretary in connection with board meetings. He doesn't get to vote at all, because he is not truly the Secretary (unless the Secretary Pro Tempore happens to also be a member of the board).

[Gene]

As you can tell I am not up on the section(s) of RRoO,NR that would support this position. Please point me in the right direction, i.e. page number or section that applies to our situation.

Thanks for all of the clarifications that RNOR members have provided. I will need to have support for this argument because our newly elected president mistakenly believes he was elected king. (But that is a different subject for discussion.)

Gene

[Josh Martin]

As you can tell I am not up on the section(s) of RRoO,NR that would support this position. Please point me in the right direction, i.e. page number or section that applies to our situation.

For the proper procedure for an incomplete election, see RONR, 10th ed., pg. 426, line 27 - pg. 427, line 5; pg. 429, lines 31 - pg. 430, lines 3. For the parliamentary duties of the Secretary, see RONR, 10th ed., pg. 442, line 24 - pg. 443, line 25. For the proper selection of a Secretary Pro Tempore, see RONR, 10th ed., pg. 443, lines 27-30; pg. 437, lines 13-25 (this last one is about the Chairman Pro Tempore, but the same principles apply).

But if your President believes he is King, FAQ #20 is likely to be of greater assistance.