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Worldwide Reaction to KLR Board Development Series

February 26, 2014

Question regarding board member voting and minute records answered.

In 2012 we published a ten-part board development series that covered the Ten Basic Responsibilities of Not-for-Profit Boards. Some of those blog items referenced KLR White Papers for a more in-depth discussion of the issues at hand. Many of our clients are executives that serve as volunteer board members at nonprofit organizations throughout New England. We had hoped that this series would act as a resource for those executives and friends of the firm, providing further insight on the day-to-day activities and challenges of being a board member.

Recently we received a question from a reader in Queensland, Australia (awesome), that we wanted to share with you in hopes that this special circumstance may apply to your board. My additional thoughts on the subject for our reader from Down Under are also included below.

The situation: The background I received had to do with board minutes specifically a controversial motion that was made at a meeting, seconded and approved by board vote. Record of the motion and the vote did not appear in the minutes of the meeting and this fact was pointed out at the beginning of the subsequent board meeting. However, at that subsequent meeting another motion was made, seconded and approved by board vote to rescind the previous motion and vote with the intention to make it look like it had never happened.

The question was whether the minutes of the two board meetings needed to reflect the initial motion and its passage at the first meeting and the next board meeting’s minutes to reflect the rescinding of the initial vote. What do you think?

I could not find a definitive answer in Roberts Rules of Order Newly Revised (RONR), but this question brings up a number of interesting points. The most pressing is to determine if there is anything in the organization’s bylaws regarding the rescinding of a previous motion. For example, a common policy may be to require a 2/3 majority to rescind a previously passed motion and/or that the potential rescinding motion must appear in the meeting agenda distributed prior to the date of the meeting. At the RONR discussion forum somewhat similar situations appeared to call for each action to be duly recorded in the minutes of the respective meetings.

However, in regards to this particular question they indicated that during the discussion of the omission from the previous board minutes, the motion to rescind was put forth and affirmatively voted upon. Although it may have been improper to allow a motion during the time that the body was only to be reviewing the minutes of the prior meeting, in my opinion, it was obvious that the board had reconsidered the appropriateness of the prior motion and the affirmative vote to rescind it probably should result in no mention of the motion in the minutes of either meeting.

The purpose of board minutes is to record the decisions of the Board and I believe that should guide us when deciding what material should be included in meeting minutes. Although, not all situations are the same, keeping this general thought in mind should aid in the decision making process. Has something similar happened on a board you served on? We would love to hear your reaction to how this was handled.

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