Saturday, October 8, 2011

Details For Taking Minutes

We have several questions about the minutes. First, how detailed should they be--should every comment be recorded and attributed to the speaker by name? Should the votes on a motion include names of who voted and how they voted? Finally, is it necessary to have the minutes of a previous meeting read aloud and have a formal motion to approve them?

The following is a summary from Roberts’ Rules of Order, which under Article 15 of the Uniform Bylaws is the parliamentary authority for issues not specifically addressed in the Bylaws or state law.  The minutes of a meeting—whether it’s a meeting of a committee, the Board or the general membership—become the official record of actions taken at the meeting once they have been approved.  Thus it’s important that any decisions be recorded accurately.  However recording each and every comment made during discussion is neither required nor is it a good practice, for several reasons.  First, it puts an unnecessary burden on the Secretary.  Second, people often say things in a discussion to draw out different points of view and including statements that may not accurately represent their own personal views.  Third, as we’ve all learned through email it’s difficult to capture the tone and flavor of an individual's comments in black and white, and there’s a significant risk that subsequent review of the minutes will generate a debate about what the person meant to say rather than the words s/he actually used, using time that could be put to a more productive endeavor. 

Similarly, the results of a vote on a motion should also be recorded, but not how individual participants voted.  There are two exceptions.  If someone abstained, particularly if the abstention is because of a real or perceived conflict of interest, that person’s name and the fact that s/he abstained should be recorded.  The other exception is when someone feels strongly that his/her dissenting viewpoint should be reflected in the record, that individual should be offered the opportunity to submit a dissenting statement to be added to the minutes prior to the time they are submitted for approval.  

As for approval of minutes of a prior meeting, if a draft of the minutes has been circulated in advance, or if written copies are available for everyone present, it is not necessary to read them aloud, although the president or chair may direct that this happen, and should do so if one or more persons present request that it be done.  A formal motion to approve the minutes is not necessary.  Rather after those present have had a chance to review the draft, the chair or president can ask if there are any corrections or additions to the minutes as presented.  Any noncontroversial changes—spelling errors, for example—can be made by consensus, and the chair or president can then announce that the minutes stand approved as presented or as amended, whichever is appropriate.  However, if there is disagreement as to the accuracy of one or more points in the minutes, a motion should be made spelling out how the draft minutes should be changed, and following discussion there should be a vote on whether to make the specific change(s) proposed in the motion.  Following all such motions there should be a motion to approve the minutes with any change(s) approved during the process.