Roberts Rules

: The Secretary Commitment and the Writing of the Minutes

59. Secretary.

The recording officer is called the Secretary, or Recording Secretary (where there is also a Corresponding Secretary), or Recorder, or Scribe. The secretary is the recording officer of the assembly and the custodian of it’s records except such as are specifically assigned to others, as the treasurer’s books. These records are open, however, to inspection by any member at reasonable times, and where a committee needs any records of an organization for the proper performance of its duties, they should be turned over to its chairman. The same principle applies in boards and committees, their records being accessible to members of the board or committee, as the case may be, but to no others.

In addition to keeping the records of the organization and the minutes of the meetings, it is the duty of the secretary to keep a register, or roll, of the members and to call the roll when required; to notify officers, committees, and delegates of their appointment, and to furnish committees with all papers referred to them, and delegates with credentials; and to sign with the president all orders on the treasurer authorized by the organization, unless otherwise specified in the by-laws. He should also keep one book in which the constitution, by-laws, rules of order, and standing rules should all be written, leaving every other page blank; and whenever an amendment is made to any of them, in addition to being recorded in the minutes it should be immediately entered on the page opposite to the article amended, with a reference, in red ink, to the date and page of the minutes where it is recorded.

In addition to the above duties, when there is only one secretary, it is his duty to send out proper notices of all called meetings, and of other meetings when necessary, and to conduct the correspondence of the society, except as otherwise provided. Where there is a Corresponding Secretary these duties devolve on him, as well as such others as are prescribed by the by-laws. The by-laws should always clearly define the additional duties of the corresponding secretary if any are to be imposed on him. When the word “secretary” is used it always refers to the recording secretary if there is more than one.

The secretary should, previous to each meeting, for the use of the chairman, make out an order of business [65], showing in their exact order what is necessarily to come before the assembly. He or she should also have, at each meeting, a list of all standing committees, and such special committees as are in existence at the time, as well as the by-laws of the organization and its minutes. Their desk should be near that of the chairman, and in the absence of the chairman (if there is no vice president present), when the hour for opening the session arrives, it is his duty to call the meeting to order, and to preside until the election of a chairman pro tem., which should take place immediately. He or she should keep a record of the proceedings, stating what was done and not what was said, unless it is to be published, and never making
criticisms, favorable or otherwise, on anything said or done. This record, usually called the minutes, is kept as explained in the next section. When a committee is appointed, the secretary should hand the names of the committee, and all papers referred to it, to the chairman of the committee, or some other of its members. He should indorse on the reports of committees the date of their reception, and what further action was taken upon them, and preserve them among the records, for which he is responsible. It is not necessary to vote that a report be “placed on file,” as that should be done without a vote, except in organizations that habitually keep no records except their minutes and papers ordered on file.

60. The Meeting Minutes.

Minutes are important because they are the only surviving record of what was said and done at the meeting. Most importantly, they need to be informative and easy to navigate for whatever the reader needs to know six months from now. The minutes should contain a record of what is done, not what is said. Minutes do not contain interjected personal comments or someone’s opinion about what has happened.

Simple organization of the facts and use of unpretentious language are the best attributes you can give your minutes. You want your minutes to be readable; you also must be precise in the information you give. The minutes provide the record of the action taken at the meeting, so they need to clearly memorialize the facts.

In the secretary’s role follow the recommendations of the organization’s parliamentary authority and the wishes of the organization itself in determining what should be contained in the minutes. If the secretary is recording minutes for a legislative body such as a city government, state codes may govern the content of the minutes.

If the minutes are published (as when the minutes of public meetings of governmental bodies are sent to all the members), the minutes should contain, in addition to the standard information, a list of speakers on each side of the question, with an abstract text of each address. Committee reports and the action taken on them are printed in full.

Write the minutes as soon as possible after the meeting while it is fresh in your mind.

The Structure of the Minutes

It is clearly helpful for the secretary to have thorough knowledge of parliamentary procedure.
If the secretary does not understand the ranking of motions or other key procedures, the minutes will not be accurate. All adopted secondary motions as an example; subsidiary, privileged, and incidental, must be recorded in the minutes. A secretary who has a thorough knowledge of parliamentary procedure can prove a great help to the presiding officer when there is no parliamentarian present. The following sections explain the contents of each part of the minutes.

The Opening Paragraph

The first paragraph should include the following information:

  • The kind of meeting (e.g. regular, special, annual, adjourned regular, adjourned special)
  • The name of the organization
  • The date, time, and location of the meeting when not at a single standard location
  • A statement confirming that your organization’s regular presiding officer and secretary are present (or giving the names of the persons substituting for them)
  • The roll call (if required by the rules of order): those who are present and those absent. In board minutes, naming those present and those absent is always a good idea.
  • A mention of whether the previous meeting’s minutes were read and approved (and the date of that meeting, if it was not a regular meeting)

Corrections to minutes are noted in the minutes being corrected; they are not detailed in the minutes of the meeting at which the corrections were adopted. The minutes of the meeting at which corrections were made should merely state that minutes of the previous meeting were approved as corrected.

The Body Of The Minutes

The following items are included in the body of the minutes, with or without headings:

    • Reports of officers and committees: The fact that the reports of officers, boards, and standing and special committees were given, and what action was taken, if any. Occassionally, secretaries will include a brief summary of the committee reports, if they give information about the year’s work. Some minutes give the entire treasurer’s report, and some just give beginning and ending balances. Members should decide how much of the treasurer’s report they want in the minutes. If the members receive a copy of the treasurer’s report, perhaps only the beginning balance, total income, total expenditures, and the ending balance need to go into the minutes.
    • Election of officers: When nominations and elections are being recorded, the names presented by the nominating committee are recorded first, and then the names of those nominated from the floor. In reporting the vote, the secretary includes the ballot counters committee report – a record of all the candidates and how many votes each received – in the minutes. The chair’s declaration of each member elected is then recorded. The number of votes each nominee received is also recorded in the minutes, as well as a statement of the term of office.

    • Unfinished business: The minutes should include unfinished business only if there was unfinished business on the agenda. The minutes should state what action was taken on business that carried over from the previous meeting.
    • New Business:
        • All main motions (except ones that are withdrawn), along with the name of the member making the motion (though not the name of the person who seconded the motion).

        • The final wording of all main motions (with amendments incorporated) and all motions that bring a question back before the assembly. Also, what happened to each motion – whether it was adopted, lost, or temporarily disposed of. If a motion was withdrawn, it is not recorded. If a motion has been postponed to another meeting and then withdrawn, note this fact in the minutes so that there is some record of the disposition of the motion.

      If a motion was laid on the table and not taken from the table at the same meeting, record this fact in the minutes. Also, the motions to postpone and refer to a committee should be included in the minutes, if they were adopted.

      Note: When an assembly adopts a motion that is of a continuing nature (for example, changing the time of the meeting, buying plaques for outgoing officers, giving money to an organization on a yearly basis, or setting a functional event at a certain time), such motions should also be recorded in a notebook of standing rules. These motions are ongoing and can be rescinded or amended only by previous notice and a majority vote, or by a two-thirds vote without notice. They are easier to find if kept in a separate document because the secretary does not have to go through all the minutes to find the original motion. These motions are numbered when put in the standing rules.

    • Secondary motions not lost or withdrawn, where necessary for clarity (example motions include Recess, Fix Time to Which to Adjourn, Suspend the Rules, Postpone to a Particular Time, Ballot Vote Ordered, and so on). Allude to the adoption of secondary motions by saying, “A ballot vote having been ordered, the ballot counters . . . .”

  • The results of any form of vote as noted below. The votes on each side should be recorded in the minutes. The votes however are not recorded if the organization has a rule or tradition that they are not. If a roll call vote is taken, record the names of those voting on each side and those answering “present.”
    • Counted vote.
    • Roll-call vote.
    • Ballot vote.
  • Program and announcements: The following items are grouped together in separate paragraphs and come at the end of the minutes:
  • Speaker: The name of the guest speaker and the subject of the presentation, if there is an identifiable one. Make no effort to summarize points given by the speaker.
  • Previous notice: All previous notice of motions and their content. If someone, for example, gives previous notice to rescind or amend a previous action, the minutes should record that “Member X gave previous notice that, at the next meeting, she will rescind . . . (include here the approximate wording of what the member proposes to rescind).”
  • Announcements: Any important announcements, such as the chair announces that the time and the location of the next meeting will differ from the norm.

  • The fact that an assembly went into a committee of the whole or quasi committee of the whole, and the committee’s report.

  • All points of order and appeals and their subsequent dispositions, with reasons given by the chair for the ruling. (Rulings often establish precedent, so a careful record here is important.)

  • When a question is considered informally, the same information should be recorded as in regular rules. Informality is permitted only in allowing additional opportunities to debate.
  • The full text of any report that the assembly orders to be entered into the minutes. This situation does not happen often because a reference to a written report is usually sufficient for the record.

Adjournment And Signing The Minutes

The last paragraph of the minutes contains the hour of adjournment. The last item on the minutes is the signature and title of the person who took the minutes, usually the secretary. The president may also sign if that is customary or desired by the organization.

Approving And The Correction Of Minutes

The minutes of one meeting are normally approved at the next regular meeting, following the call to order and opening ceremonies.

The minutes are usually approved by general consent, and they can be approved as read or as corrected. Minutes may be corrected whenever an error is found, regardless of the time that has elapsed. To correct the minutes after they have been approved requires a two-thirds vote, unless previous notice has been given.

If the meeting is an adjourned meeting, you approve the minutes of your previous meeting (the meeting that established the adjourned meeting) before taking up business where you left off in that meeting. Also, the minutes of the adjourned meeting need to be approved at the next adjourned or regular meeting.

Minutes drafted ahead of time are not the official minutes until the members approve them. As changes may be made in the minutes before they are approved, it is good practice for the secretary to note somewhere on the distribution copy that it is a “draft for approval.”

Nothing is ever erased from the minutes. When material is to be officially removed, a line is drawn through those specific words rather than actually eradicating them. Crossed out material should still be readable. When minutes are approved, the secretary annotates the original file copy with any corrections in the margin or regenerates the minutes to include the corrections.

The secretary then writes “Approved” on the minutes and adds both their initials and the date to the record. Alternatively, a line can be provided at the bottom of the page that says “Approval Date.”

Finalized Form of the Minutes

In this day of the computer, few secretaries today write the minutes by hand in a bound ledger book with numbered pages. Care and a certain discipline need to be observed to maintain the sequence and integrity in the descriptive records of what has transpired at meetings.

One technique is to divide each subject into separate paragraphs. Parliamentarians recommend putting headings at the top of each new paragraph. Examples would include “Reports of Officers and Committees,” “Reports,” “Unfinished Business,” or “New Business,”. Some secretaries leave a wide margin and then put a short summary of the paragraph in the margin. Doing this enables those looking at the minutes months or years later to easily find the item for which they are searching. However you choose to construct the minutes, be consistent.

Carefully reviewing minutes for accuracy, spelling, and grammar before putting them in their final form is always a good idea.