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CarolR11 (Colorado)
Posts: 2,563
Posted:
I'm almost positive that I read that Robert's Rules permits those who vote "no" on an agenda item may request to have their reason recorded in the minutes. Is this true?

What is a good online source where I read RRNR, 11th ed.?
TimB4 (Tennessee)
Posts: 21,062
Posted:
Carol,

Roberts Rules is available online at http://www.rulesonline.com/

I did not do the research so I can not say if they should or should not be attached. Personally, providing the remarks are not defamatory, I don't see an issue with attaching them to the minutes.

Tim
JonD1
Posts: 2,350
Posted:
As has been discussed many times, the minutes IMO are supposed to record the actions taken by the Board in the operations of the property period.
They are not required to record every statement and comment made word for word during meetings. Nor are they used to record why or how some voted in favor of the measure or perhaps against the motiion made. If so then IMO they are being used to serve the interests of indiviual Board members rather than the Board as a whole.

And will those who voted in favor be given the opportunity to have their thoughts also included? Sounds to me like a problem.

JM10 (California)
Posts: 503
Posted:
Quote:
Posted By JonD1 on 11/09/2012 6:36 AM
As has been discussed many times, the minutes IMO are supposed to record the actions taken by the Board in the operations of the property period.
They are not required to record every statement and comment made word for word during meetings. Nor are they used to record why or how some voted in favor of the measure or perhaps against the motiion made. If so then IMO they are being used to serve the interests of indiviual Board members rather than the Board as a whole.

And will those who voted in favor be given the opportunity to have their thoughts also included? Sounds to me like a problem.


I disagree. Minutes should record how directors voted on items for legal and reasons of voting record. How will the members know who best supports their interests if there is not voting record?

Further, if the board votes to do something illegal and the court finds malicious intent or willful negligence or willful misconduct and the board members become legally responsible for the damages, it will be the board members who voted against the illegal action who will avoid legal liability.

As for dissenting votes, it depends upon how serious the matter is. If a member request it to be a matter of record, why not?
JonD1
Posts: 2,350
Posted:
Quote:
Posted By JM10 on 11/11/2012 8:11 AM
Posted By JonD1 on 11/09/2012 6:36 AM
As has been discussed many times, the minutes IMO are supposed to record the actions taken by the Board in the operations of the property period.
They are not required to record every statement and comment made word for word during meetings. Nor are they used to record why or how some voted in favor of the measure or perhaps against the motiion made. If so then IMO they are being used to serve the interests of indiviual Board members rather than the Board as a whole.

And will those who voted in favor be given the opportunity to have their thoughts also included? Sounds to me like a problem.



I disagree. Minutes should record how directors voted on items for legal and reasons of voting record. How will the members know who best supports their interests if there is not voting record?

Further, if the board votes to do something illegal and the court finds malicious intent or willful negligence or willful misconduct and the board members become legally responsible for the damages, it will be the board members who voted against the illegal action who will avoid legal liability.

As for dissenting votes, it depends upon how serious the matter is. If a member request it to be a matter of record, why not?

I think you might need to go back and reread the OP in which it was asked if a member who voted NO can have their reason recorded in the minutes. NOT who voted and how they voted. IMO two different things completly. YES certainly the votes taken need to be recorded but the minutes do NOT need to detail the thought process used to reach each members vote.

So while you may disagree it appears you misunderstood the OP's question to begin with.
BruceF1 (Connecticut)
Posts: 2,535
Posted:
JM10,

Roberts Rules does not require that the minutes include a record of how each member voted unless there has been a motion made and passed that a roll call vote be taken.

However, in the case of homeowners associations, recording how each member voted may be advisable. Our HOA attorney has advised that, in light of court decisions here in Connecticut, HOAs are strongly urged to record in the minutes how each member voted. However, ir is not necessary to state the reasons behind each vote.
BruceF1 (Connecticut)
Posts: 2,535
Posted:
Quote:
Posted By CarolR11 on 11/08/2012 6:53 PM
I'm almost positive that I read that Robert's Rules permits those who vote "no" on an agenda item may request to have their reason recorded in the minutes. Is this true?

What is a good online source where I read RRNR, 11th ed.?

Carol,

Roberts Rules DOES state that no member may be compelled to explain his or her vote, whether affirmative or negative.

A member may REQUEST that the reasons for his vote be entered into the minutes, but there is no requirement to do so and the secretary is not obligated to enter such reasons (and actually shouldn't) unless the board votes to include them.

It's unlikely you will find an official copy of the latest edition of Roberts Rules online since it is a copyrighted publication. However, almost every public library has a copy in its reference section, and outdated editions may possibly circulate. (Yes, even today, libraries containing printed books and publications can still be useful.) You can also get answers to questions concerning interpretations of Roberts Rules from their official website

http://www.robertsrules.com/interpretations.html

Questions are often answered by registered professional parliamentarians; sometimes by one of the editors of RONR himself.
BruceF1 (Connecticut)
Posts: 2,535
Posted:
Carol,

The online version suggested by Tim is not the most recent edition. On the site's welcome page it is stated that what is presented is the full text of the 4th edition for which the copyright has expired. The 4th edition was published in 1915.
JM10 (California)
Posts: 503
Posted:
Quote:
Posted By BruceF1 on 11/11/2012 11:23 AM
JM10,

Roberts Rules does not require that the minutes include a record of how each member voted unless there has been a motion made and passed that a roll call vote be taken.

However, in the case of homeowners associations, recording how each member voted may be advisable. Our HOA attorney has advised that, in light of court decisions here in Connecticut, HOAs are strongly urged to record in the minutes how each member voted. However, ir is not necessary to state the reasons behind each vote.

Bruce:

Yes, I admit I wasn't thinking of Roberts Rules of order, but rather on legal issues and legal liability.

If I knew that the board was venturing into something illegal, I would not only want my vote recorded, but also the reason. I would ask for the reason to be recorded and if it wasn't recorded, I would want it noted before the board approved the minutes and write a written request to that effect.

It the board was then taken to court and found personally liable, then I would have written proof that I objected and would be able to defend myself against any monetary damage claims.

In the case of elections in a larger community where you might not be able to know everyone, such voting records would help you decide how to vote and for whom. Board members should not be secretive about voting.

In California, the Davis-Stirling Act is based upon the Brown Act. The Brown Act is for public organizations such as school boards. I've seen the minutes of a school board and believe these offer a good example of how HOA minutes should look. Both are sunshine laws. The goal for HOAs should be like that of public institutions, transparency to members.
DuaneR (Washington)
Posts: 35
Posted:
In WA. state their is actually a law that states a person who dissent's on an issue even if there was no vote can ask the secreatary to record(verbal or in writing) during or before the meeting is over to record their dissent with an issue butbthis is for dissenting Board members only. Check your state's laws covering non-profit corparations Regulations. I give copies to all new Board members so they can show some back-bone! The President IS NOT the Board, only the voice of the Board after a majority vote from the other members- it's one of the checks and balances in the system to contol Dictators who think they speak for the Board when the other members are not around!
JM10 (California)
Posts: 503
Posted:
Quote:
Posted By DuaneR on 11/12/2012 10:31 AM
In WA. state their is actually a law that states a person who dissent's on an issue even if there was no vote can ask the secreatary to record(verbal or in writing) during or before the meeting is over to record their dissent with an issue butbthis is for dissenting Board members only. Check your state's laws covering non-profit corparations Regulations. I give copies to all new Board members so they can show some back-bone! The President IS NOT the Board, only the voice of the Board after a majority vote from the other members- it's one of the checks and balances in the system to contol Dictators who think they speak for the Board when the other members are not around!

Woo-hoo for Washington. Great law IMO. In our case, our president had no back-bone and let the treasurer do all the talking and that got them into enough trouble and is heading them toward more.

Would love to hear if other states have such a law.
CarolR11 (Colorado)
Posts: 2,563
Posted:
Thanks, Duane. I like your WA law and will look more carefully at CA's Corporations Code. I know it pretty well, but not perfectly.

I did go to the site Tim suggested and thought I had the 11th edition, but maybe i missed the true date.

I really did want my reason for dissent noted when the rest of the board approved a motion against our HOA attorney's written opinion. But I think there can be other reasons too, e.g., perhaps to show due diligence.

Jon, minutes are, indeed, supposed to include the rationale for why an action was taken. That usually is stated before the vote. If it weren't, the membership easily could draw the conclusion that the board acted arbitrarily.

I definitely agree that not every pro and every con should be stated in the minutes.

I feel strongly that I read somewhere that one can request that reasons for dissenting votes can go in the minutes. I don't believe that i could have made it up!!
BruceF1 (Connecticut)
Posts: 2,535
Posted:
Quote:
Posted By CarolR11 on 11/12/2012 5:11 PM
I did go to the site Tim suggested and thought I had the 11th edition, but maybe i missed the true date.

Carol.

As I stated in an earlier post, the site Tim mentioned contains the full text of the 4th edition, published in 1915, for which the copyright has expired.

Roberts Rules is a copyrighted publication, so you are not likely to find the 11th edition online. However, you might try your local public library. Many libraries have a copy of the latest edition of Roberts in their reference sections. Older editions may circulate.
JohnC46 (South Carolina)
Posts: 14,265
Posted:
This is a typical question from those that do not like how things are done, or those that want changes, and/or I want credit for what I did.

I say keep it simple and record how each person voted like Smith, Yea: Jones, Yea: White, Nay: Motion passed two to one.

This protects the dissenter (White) if a legal issues arises (Your Honor, my client Mr. White voted Nay as he believed what they did was wrong so I request that my client, Mr. White be released from this suit/action for wrong duing/whatever). It also puts them all on record as to how they voted so if association members question what/why the BOD did what it did, there is a record.

I say there is no need for Cover Your Butt (CYA) statements.
JM10 (California)
Posts: 503
Posted:
In our case, the board kept saying we were troublemakers, even when we were on the board. Since we wanted to make it clear it wasn't because we were against the concept, but the legality or the manner in which the board was bypassing the law, I think more than a simple nay is warranted.

For example, I wouldn't want people to think I voted against a playground because I didn't have children or they meant to ban dogs from that area, but because the board neglected to get an inspector, figure out the cost of an initial inspection and the annual follow up inspections and re-surface the area to conform with California state requirements...I'd like that reason to be clearly stated and in writing before a child is injured and the HOA sued.

Some boards are that crazy.
DuaneR (Washington)
Posts: 35
Posted:
If a member of the Board disagrees with an issue being discussed then just make a motion for a "standing roll call vote" by the members so your opposition can be recorded in the minutes as ALL votes are to be.

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