Your Questions About Board Meeting Minutes AnsweredJune 03, 2014
Learn how to properly handle Board disagreements on motions and how to record this in meeting minutes.
Recently I received some questions on the subject of keeping records of board meetings. The minutes of the meeting are the official record of the Board’s actions taken at meetings and should contain specific information. Below are responses to some of your recent questions on this topic.
Q: What is required to be recorded in meeting minutes on motions and votes?
It is not necessary to record who made and seconded a motion, nor is it necessary to record the exact vote (i.e. 6 in favor and 5 against). All that is necessary is to indicate that a motion was made and seconded and whether it passed or was defeated.
In general, the concept behind the recommendations above is that the decisions of the Board represent the decisions of the entire Board acting in unison in its capacity as the body responsible for overall governance of the organization. Decisions of the Board are binding upon the organization whether they passed unanimously or by a one-vote margin.
After a decision is reached, all Board members (and management) must act to implement and support the decision. A motion that passes is not the responsibility of only those Board members who voted in favor of it. The Board members who voted against the motion must never act in any way to diminish the impact of the decision or the effectiveness of the course of action decided upon. This also means that you should not refer to a decision as “one that barely passed” or “passed with the thinnest majority of support”.
Q: Should Board members record negative votes in the meeting minutes?
If a Board member wants their negative vote recorded in the meeting minutes, the board as a whole should first examine what that member’s objective is. While there is no rule or regulation prohibiting that fact from being noted in the minutes, it would be best to remind the member that the majority rules and that the organization must move in concert as it makes decisions. This will hopefully convince the member that there is no value to the organization to make note of their negative vote on the matter.
Q: What happens if a member of the Board doesn’t agree with a motion or insists a negative vote be recorded?
If a Board member is so set against the direction that the organization is taking as evidenced in the previous question, that Board member must evaluate their ability to support the organization going forward. While volunteer Board members may be difficult to recruit, retaining a member who truly believes that organization is making an error may become very problematic in the near future. The time to lobby and fight for the course of action you believe is right is during the discussion prior to the vote. Once the vote is taken, the majority position becomes the position of every single Board member. If a Board member can’t live with this, merely noting that they voted against the motion is not a solution.
Read our whitepaper titled “Board Meeting Minutes” to learn more about the various aspects of the normal meeting processes and how those processes should be documented in the meeting minutes.