Meeting minutes are the official record of a not-for-profit body. What should they include?

Have you ever been in a board meeting when a member of the board said that he wanted to have something “put on the record”?

In the ordinary course of meetings minutes record what is done and not what is said. A member who makes this statement is asking for a privilege. The board may agree or not, as it chooses. It's wise to ask the member to provide the comment in writing before the board votes on the matter - and if the request is approved, to pass the text to the secretary.

Learn more about what is discretionary and what is mandatory for minutes in our Mastery Lesson, Introduction to Minutes. This user-friendly summary covers many challenging situations for secretaries and includes samples for reference.

After a dozen years in this business, it seems to me that questions of authority are some of the hardest to resolve.

Over and over I find city councils, boards of directors, and other governing boards struggling with the question, “Who’s in charge here, anyway?” If a group understands certain fundamental principles, it becomes much easier to resolve those tensions and move forward effectively.

During a recent consultation, this sentence from a set of “council rules and procedures” made my hair stand on end:

“All persons present at a meeting must obey the mayor’s orders.”

This rule is profoundly wrong. It may look legitimate, but it isn’t. The mayor, when running a meeting of the city council, is the presiding officer, not a dictator. The presiding officer runs the meeting as the servant of the members. The correct rule is similar to the one cited above, but has a subtle and essential difference:

“All persons present at a meeting must obey the legitimate orders of the presiding officer.”

The legitimate orders of the presiding officer are those issued in accordance with the rules and procedures adopted by the group, to serve the group. And according to Robert’s Rules of Order and common parliamentary law, those orders are subject to appeal by any two members of the group. For example, if the presiding officer declares that someone is speaking off topic and must stop forthwith, the member can say “I appeal.” If another member says “second,” then the group itself will vote to decide whether the member may continue.

Why don’t people know this? Why do councilmembers, county commissioners, directors of special districts and nonprofit board members allow the mayor, the chair or the president to ride roughshod over the group, acting as if he or she were the final authority?

We have lost the common understanding of meeting procedure that grew up in this country when America was alive with associations, astonishing the Frenchman de Tocqueville and English authors who toured the continent. We are used to the image of the “captain of industry,” the hard-charging boss who carries everyone in her wake. We want to be nice and “get along,” and it may seem safer to keep our heads down, letting a bully or an autocrat rule the roost without a challenge.

Members of our community, unite! Elected officials, citizens appointed to commissions and committees, long-suffering volunteers, seize your rights! Repeat after me, THE GROUP IS THE FINAL AUTHORITY. Yes, we have to obey the mayor when the mayor is enforcing the rules we chose, but when the mayor goes off-course or runs amok, he or she must obey US.

Ann G. Macfarlane, PRP

(c) Jurassic Parliament 2012. All rights reserved.