Recording justifications for votes in minutes

One of the newer members of our Board believes that in the past the Board has not been sufficiently transparent, or at least has given this impression. (My own view is that people who might have this impression have not been reading the minutes which are posted to a Yahoo Group for all association members to read.) Anyway, this director (Mr. X) wants to institute some new rules for board procedures.

At his first board meeting last June, Mr. X asked that the minutes record how each member voted on any motion. The minutes of this meeting include the following paragraph: “ [Mr. X] requested that the minutes record individual board members’ votes. The other board members agreed to this procedure.”

Perhaps I should mention that our board meetings tend to be casual, and discussion of matters is often done with no motion ever being made. As secretary, I have requested that more motions be made, with votes, because these discussions often leave different members with different impressions as whether a consensus was reached. Typically, the person arguing for any given point believes that everybody else accepted that argument.

But that's just a background issue. Here's my immediate problem.

Two board members have a memory that the board voted in June to adopt a rule that any that any time a board member voted “no,” that person be required to give a reason for the secretary to record in the minutes. I don’t recall any such vote. My notes do not show a motion to this effect, and it was not recorded in the minutes.

My position is that if I missed something that should have been in the minutes, then it was up to other board members to catch the omission and make an addition to the minutes before approving them. As it is, the minutes do not support the idea that a vote took place.

I said that in the lack of an official record, the proposal needed to be presented (again, or for the first time, as the case may be), for discussion and a vote. I also presented my view, which is that any board members has the right to ask that a statement be included in the minutes, but that no board member can be forced to make such a statement.

Further, I asked why such a rule should apply only to those voting “no.”

Mr. X then made the following motion:

“All votes made by the Board of Directors shall be recorded in the minutes. The minutes shall identify those voting for and against. The reasons for the majority vote will be provided in the minutes. Likewise, the reasons for any dissenting votes will be provided in the minutes.”

My reaction: The first sentence strikes me as unnecessary and undesirable. Of course motions and their disposition are included in the minutes. Why would we suggest otherwise? The second sentence codifies an agreement that the board previously made. I’m OK with that. As for the last two sentences of the proposed rule, I believe that freedom of speech includes the freedom to make no comment.

I asked that a vote on the motion be postponed to the next board meeting in order to give me time to do some research on the proposal.

So I'm asking, Do other HOA’s have a rule anything like this? And if so, what are the benefits?

I can see that in some instances, it is good to have a summary of the reasoning for a vote included. In fact, I did this in a recent argument about how to interpret the Bylaws. (It was something like, "A and B presented their opinion that the Bylaws require. . ., while D and E presented a dissenting opinion . . . .")

Still, I object to requiring individual justifications for votes in all cases. This put me at odds with Mr. X again, in that the board voted affirmatively on a motion by Mr. X to approve the minutes of a previous meeting on condition that a statement be added from Mr. Y, who had voted “no” on a proposal. After thinking it over for a while, Mr. Y said that his statement was that he had no comment. I then asked that the minutes be approved without the addition of any statement from Mr. Y. In response, Mr. X moved that the minutes be approved with the addition of a sentence that “Mr. Y declined to give a reason for his vote.”

I thought this was going to make this part of the minutes read as weird, and I asked that I be allowed to add a note from the secretary to give some background information to explain the added sentence. However, I could not come up immediately with wording that Mr. X would approve, and nobody else thought it was important to argue the point. So, I’m in the position of being forced to put something in the minutes that violates my sense of professionalism in the role.

I’m trying to decide if this is a battle worth fighting. And if you have read this to the bitter end, thanks for staying with me.

MaryC,
The person recording the minutes should always record motions and the results of the voting,i.e. motion passed or failed. Also record the names of the Board members who vote against a motion. But, I believe the minutes should never include the reason for voting for or against a motion. Also, discussion is not recorded unless the Board feels it is critical to justification of the motion. Keep in mind the minutes document the official actions taken and the information in the minutes can be used against the Board (and to protect those who opposed a motion) if there is a law suit.

If an approved motion is not in the approved minutes then THE MOTION NEVER LEGALLY HAPPENED. The motion would have to be reinitiated; a vote taken and recorded in those minutes; and the minutes approved.

MaryC,

Your statement: "My position is that if I missed something that should have been in the minutes, then it was up to other board members to catch the omission and make an addition to the minutes before approving them. As it is, the minutes do not support the idea that a vote took place." is absolutely correct. Once the minutes have been approved they become the official record of the meeting and a record of the actions taken at that meeting. If the members want to "correct" the minutes after they have been approved, the proper method to do this (if you are following proper parliamentary procedure) is to make a motion to rescind the previous approval of the minutes and then to move that the minutes be corrected according to the correction they want to be made. This requires more debate by the assembly and another vote. The vote required for passage is 2/3 of the members without notice, or a majority with notice.

You stated that your meetings are held casually, so my impression is that your board obviously does not follow any proper parliamentary procedure. That's unfortunate because that's exactly how these kind of childish situations can arise. You wouldn't play baseball, basketball, football, etc. without some kind of rules, would you? When you play a card game, checkers or chess, you play by some sort of rules, do you not? Similarly, meetings need to be held according to some kind of rules and those rules are parliamentary procedure, whether you apply those rules casually or strictly. The most common parliamentary procedure used by deliberative societies is Roberts Rules, but there are others.

According to proper parliamentary procedure, no member has a right to explain his or her vote. By extension, the corollary to this is that no member can be compelled to explain his or her vote. Thus, recording the reasons for a person's vote in the minutes is not permitted. Furthermore, what purpose would be served by recording the reasons for a board member's vote in the minutes? If a homeowner wants to know why a board member voted a particular way all that homeowner needs to do is ask the board member directly. If the board member wants to explain his/her vote to the homeowner, he's free to do so. The reason does not have to be recorded in the minutes.

As Secretary, I can see a huge problem with recording the reason each member voted as they did. I spent much time on the minutes the way it is. We do make motions, second motions and vote. Most of our motions are passed unanimously. I record each negative vote (But not the reason for the negative vote unless the person who voted no specifically asks me to record the reason).

As for proper parlimentary procedure, what I have read when studying this indicated that small groups to not need to follow the rules for motions, seconds, and voting. However, I personally think it is better to follow the proper procedure.

Our Board follows Robert’s Rules of Orders in a relaxed way. For instance, the chair does not recognize speakers; people just talk whenever they can find an opening in a discussion. My understanding is that this is appropriate for small groups. However, "casual" can go too far. If anything good comes of the current controversy, it may be that board members will give more serious attention to making motions rather than just throwing out ideas for discussion.

At least one other board member looks to Mr. X for leadership, while others don't want the hassle of arguing with someone who has unwavering confidence in the preeminent value of his own opinions. One board member has resigned in frustration. I'm concerned that the board is in a fragile state, and if I continue arguing, other board members may resign to avoid a contentious atmosphere. I need to pick my battles.

Mr. X insists that bodies of civil government record the reasons for votes, and argues that our HOA board should do likewise. I want to do some research on this. I’m going to ask for examples of how any such rules are stated, and how they are implemented in producing minutes.

My immediate dilemma is this: The minutes of our board meeting that were in dispute now contain a sentence that I think reflects poorly on the board. Mr. X insisted on adding this particular sentence, and everybody except me voted to add the sentence. I’ve been searching Robert’s Rules to see what my options are, but I can't find that our parliamentary authority anticipated this problem. I wonder if I can just take my name off the minutes, as I don’t want responsibility for the addition.

For legal reasons and for an informed vote, I think it is important to record who voted how. Should the majority of the board vote to do something illegal (as the board on our former community often did), it would be important to know who voted how. Should the board then be found guilty of willful misconduct and thus individually responsible for their actions, then the person who voted against the measure would not incur any financial responsibility. For this reason as well, if the person giving a dissenting vote requests to record the reason I feel the reason should be recorded. This would make it clear that the board had a warning and that the dissenting vote was for that specific reason and not some other reason. For instance, our board voted to have a playground, but was unwilling to get an inspector as legally required. They knew what they were doing was illegal and we as members voiced our concern. If one of us had been a board member, then I would have wanted it to be clear that I understood what they were doing was illegal and I wasn't simply objecting because I had no children or wanted the section of common area for some other use.

Our board also voted to do things that were considered fraud.

For these reasons, I agree with BonnieG regarding how she records the minutes.

If "Mr. X insists that bodies of civil government record the reasons for votes" my guess is that Mr. X is distorting those cases of higher court decisions where it is customary for a justice to write a dissenting opinion when such exists and extending this to legislative bodies. I have never known any situation where a legislative body has recorded the reasons for any particular member's vote. Ask Mr. X to provide specific instances where it has been documented that the reasons for a vote have been recorded. He'll refuse because he likely really can't provide any. He's blowing smoke.