I’D like to talk about “minutes” and its importance to an organization’s decisions and judgment.
Meeting minutes are notes taken to record meaningful discussions, decisions, and key takeaways from a meeting. The meeting minutes are official records of the actions of an organization and its board. By having the minutes on record, we have documentation to prove what happened at the meeting.
Minutes record what transpired in both formal and informal meetings. Some of the most common uses of meeting minutes include — record keeping of takeaways and objectives of the meeting, summary for those who couldn’t attend the meeting, legal documents in case of formal meetings and reference document for future meetings.
The minutes of a meeting serve as an effective tool where an organization’s decision or judgment is based upon.
I’d like to give an example of how crucial the minutes of a meeting are to a cooperative and how its absence can create issues and confusion within the organization. Let me provide a recent situation of a certain cooperative in the country.
Making decisions without basis
The decision to decide on how many times a branch has conducted its chapter assembly was made only by consensus after some discussion. However, no minutes can be found on the matter. It follows then that there was no meeting that took place.
In my mind, how can you make a decision without the proper recording through the minutes? The minutes contains what was decided on or agreed upon. But if there’s none, then the decision is not valid and therefore not implementable. The problem is, that decision was implemented. So, is the action legit? Is it valid and binding?
Acceptability of consensus
Consensus building has been practiced by many cooperatives. But is this permissible? It can only be acceptable if such decision by consensus is found in the minutes. But like what I said, no minutes can be found, which means, the decision DIDN’T EXIST.
Setting the record straight
I strongly believe that official actions of the BOD must be in the form of resolutions because a resolution has a number and a series, meaning, the year it was initiated. With these details, an official action can be appropriately recorded for reference purposes.
In the case of Chapter Assembly attendance, the number being recorded is crucial because it reflects the history of that specific branch.
It is a huge mistake for a branch to think that joining the chapter assemblies of other branches can already be counted in the number of chapter assemblies they have conducted for themselves. When a branch joins another assembly initiated by another branch, it signifies that it has not yet met the required number of members, thus, it can only start conducting its OWN chapter assembly once it has reached the obligatory number of membership.
Another thing that I want to point out is the fact that mere consensus shouldn’t be a basis for decision-making.
Whenever the Board makes a decision, it should be in the form of a resolution as much as possible, not simply a consensus.
Over time, various ways of coming to an agreement have emerged in the cooperative practice. Some of the ways resolutions and decisions have been adopted include:
• by vote, or
• without a vote, or
• by consensus.
When a vote is taken and all BOD members vote the same way, the decision is unanimous. When a decision is taken by consensus, no formal vote is taken. A 2005 Legal Opinion distinguishes consensus as follows: consensus “is understood as the absence of objection rather than a particular majority” (UN Juridical Yearbook 2005, page 457).
Nevertheless, it is always better when there is a “motion” and it is duly seconded. If there are no objections, then the motion is carried. This is the better way because it can be recorded – who made the motion, who seconded, there is a Resolution number, and the year it was done. This is a lot better because things can be traced and future officers can use it as reference. Unlike the resolution, a “consensus” doesn’t have a number or a series, thus, it cannot be traced, it can easily be forgotten, and any reference to that consensual decision/judgment can be considered only as mere “hearsay” because there is nothing in writing that can be referred to.
All these in the interest of transparency and good cooperative governance.
