Maine Alliance for Road Associations
We adopt the annual meeting minutes from the prior year at the next annual meeting. Does anyone have any experience with an association that is unable to get the votes to adopt the annual meeting minutes (from the prior year) because of a disagreement on an item contained in the minutes?
An example: The prior year minutes state "we decided X." As the association proceeds to adopt those minutes at the next annual meeting a member now says (a year later even though all members received the minutes of the prior meeting within the time allotted and no one questioned the accuracy or raised a concern) that "we decided Y."
Thank you for any insight and feedback.
Hmm, that is a sticky situation. If it were just one person objecting, I would say that the majority vote rules. But it sounds like you don't have a majority to approve it. If the Secretary still has the original notes from the meeting, I'd check to make sure it wasn't transcribed wrong. Small errors in the minutes are usually just noted as corrections. But it would be different if it was a vote to take an action, and the action was in fact taken. If the majority says the minutes are wrong, and the action has not yet been taken or can be changed to conform to what the majority says, that would be my inclination. But if an action was taken and the majority says the action was contrary to the vote, I'd have to question why no one objected sooner. You would think someone would have noticed the error in the minutes when they were first sent out, or that someone would have noticed that what was being done was not what was voted on. It's hard to say what could be done without knowing the specifics. It might be possible to take a new vote and act accordingly in the upcoming year - but if that item was not on the new agenda, that would also be problematic. I'm afraid that's not a very conclusive answer, but maybe it will jog someone else's thoughts to come up with a better solution. Meanwhile, I don't know if this will help or not, but here is a page explaining the process for correcting minutes in accordance with Robert's Rules: https://www.dummies.com/careers/business-skills/roberts-rules-for-approving-the-minutes/
I have not experienced your dilemma. I like Roberta's suggestions above.
I assume you now have unaccepted minutes from the previous annual meeting in your records that you would like to have approved by the membership at the next annual meeting or, if the unresolved matter is of some urgency, at a Special Meeting called for this purpose.
Here are my suggestions:
1. Work behind the scenes by yourself or delegate an arbitration team of two or more members who may be friendly with the disagreeing member (dm) listen to the dm and then poll the membership and to get clarity in the similarities and differences of perception.
2. Try to reach agreement with the dm and the membership. Work out a solution so the acceptance of the minutes can be unanimous at the next meeting.
3. Prior to the next meeting, revise minutes in question based on your arbitration to reach majority approval and clearly state the dissenting vote or votes and reasons for disagreeing.
Stating the dissenting vote and reasons will allow the minority to feel it was heard and respected.
My response will not help you this year, but if there is this kind of dispute this year, there is bound to be a dispute after future meetings. Significant disputes in our road association started about 12 years ago and one seems to come up every few years. Disputes are generally one persons word/recollection versus another.
Potential solution, start recording your annual meetings via Zoom or other online conference service or recording device.
Of course, FIRST let all members in the room (and online) know that the meeting is being recorded. This may also help to reduce moments during the meeting from getting too heated with insults/foul language.
I ran a Zoom meeting for our association last year and recorded it. The audio can then be made available via a link to all members to listen too later and it is a permanent audio recording. This still may not fully settle a dispute, but it will clearly show what was said/discussed by whom and what exact language was used in the motion that was voted on.
I faced a similar situation the year before last, when the secretary and/or president changed the annual meeting minutes to remove a vote, a questions about separating costs, and parts of a discussion from the meeting minutes presented to the membership. I did not have an audio recording then, but I did have proof because I had a copy of the draft meeting minutes which had been prepared by the Treasurer and put in the association files. I could compare the draft to the final minutes line-by line. The draft copy also reflected my recollection of the annual meeting.
These three items which were removed from the minutes presented to the membership for approval probably because it reflected negatively on the President/Secretary's agenda to pave our gravel road. The idea of paving the road has deeply divided the road association (type: corporate, non-profit) and I am not sure it will ever heal. The vote for paving failed, but once it is brought up, I expect it to be brought up again and again in the future until the road is paved.
Last year, I respectfully requested that these three items be added back to the meeting minutes during the reading of the minutes from the prior year. The prior years minutes were then adopted with those additions. I am not holding my breath that those three items were reinserted back into the annual meeting minutes, but I'll ask again during this years annual meeting.
Thank you, Roberta, Andrew, and Charles, for your kind and comprehensive responses. We are a corporate, non-profit RA. The minutes are from a special meeting that took place over Zoom. I definitely want to begin to record the meetings, and I presume we would have to have a vote to record the meetings. I think that is the best way to prevent someone from later claiming they didn't want their voice/comments recorded. Unfortunately, everything seems to be a fight these days. Thank you again, and I'll update you after the upcoming annual meeting to let you know the outcome. I welcome any other thoughts you have in the meantime.
The Maine Alliance for Road Associations