Robert's Rules for Condominiums and HOAs

Most community associations use parliamentary procedure to govern board and owner meetings. In the United States, the most popular form of parliamentary procedure is Robert’s Rules of Order. Complicated? Surely. But if you understand a few basics, you can learn how to run a civil and efficient meeting. Here’s the key to Robert’s Rules: 1) Motion 2) Second 3) Debate 4) Vote. The entire meeting should follow those steps.

First, a member of the assembly makes a motion. This is how business is brought before the group. Standing up and complaining, or voicing a concern, is not a motion and is “out of order.” Instead of standing up to complain about the state of disrepair of the clubhouse, I can make a motion. For example: “I move that we spend $2000 to repair the clubhouse.”

Next, another member of the assembly must second the motion. This simply ensures that at least one other member wishes to debate the motion. If a second is not received, the motion dies and a new motion may be entertained.

Now is the time to debate the motion. Members of the assembly take turns explaining why the assembly should vote for or against the motion.

Once the debate is closed, the assembly votes on the motion. Then the chair announces the outcome of the vote and a new motion may come before the assembly. The process repeats itself until a motion to adjourn the meeting is made.

To be sure, there are dozens of nuances and technical details. For example, during debate of a motion the maker of the motion speaks first, you alternate between those for the motion and those against the motion, those who haven’t spoken get precedence over those that have, etc., etc. Don’t get hung up on the technical aspects—-just remember: Motion, Second, Debate, Vote. That’s 99% of knowing Robert’s Rules.

Click here for a simple chart of parliamentarian motions: Motions Chart

Fractions and Votes Under Robert's Rules

Condominium and homeowner association documents contain many different voting requirements.  For example, the required number of votes to elect a director is usually different than the number of votes required to adopt an annual budget.

The math involved in determining voting requirements doesn’t usually have whole round numbers. Suppose a planned community has 173 lots.  The Bylaws require a quorum of 20% of the owners at the annual meeting.  The quorum requirement, then, is 34.6. But does 34.6 mean that 34 or 35 owners must be present in person or proxy?

The use of the term “majority” is often misunderstood.  Under Robert’s Rules, a majority means “more than half.”  (Occasionally, I hear people say that a majority is 50% plus 1.  This is an incorrect interpretation and results in a wrong voting threshold.) Let’s assume quorum is achieved and an issue arises requiring a majority vote. Blank ballots or abstentions aren’t counted. With that in mind:

If 19 votes are cast, a majority (more than 9.5) is 10

If 20 votes are cast, a majority (more than 10) is 11

If 21 votes are cast, a majority (more than 10.5) is 11

The term “majority” must be read in context. And with slightly different verbiage, “majority” may mean very different things.  Let’s assume there are 150 lot owners.  The Bylaws contain a 10% quorum requirement.  Out of the 150 lot owners, only 30 show up and only 25 of the 30 actually vote on the issue.  If the Bylaws simply require “a majority vote”, then only 13 votes are required.  But what if the Bylaws require “a majority of the members present”? In that case, 16 votes are required.  Here are some other examples commonly found in community association Bylaws:

“a majority of the entire membership” (76 votes required)

“2/3 of the members present” (20 votes required)

“2/3 of the entire membership” (100 votes required)

Many actions at owner meetings require a 2/3 vote.  Suppose the governing documents require the approval of a motion by a 2/3 vote of the members present in person or by proxy.  Under Robert’s Rules, you don’t round down:

If 30 votes are cast, a 2/3 vote is 20

If 31 votes are cast, a 2/3 vote is 21

If 32 votes are cast, a 2/3 vote is 22

If 33 votes are cast, a 2/3 vote is 22

In community associations where voting rights are tied to the square footage of a dwelling, matters are even more complicated. In short, read your documents carefully and do the math before the meeting!

Directors vs. Officers

There is often confusion about the difference between directors and officers in condominium and homeowner associations.  Much of the confusion stems from the corporate world. In large corporations, the board members of a corporation are often different individuals than the officers.  For example, IBM has 13 individuals on its board of directors and nearly 20 different individual officers. In other words, there is no overlap between the directors and the officers.

In community associations, however, the individual board members are usually the same individuals who serve as officers.  Members of the association vote for and elect individuals to the board of directors. This is done at the annual meeting of the membership.  Once the board members are elected, the board members (without a vote of the owners) appoint individuals to fill officer positions.  The officer positions consist of a president (or chairperson), secretary, and treasurer. Some association bylaws authorize the appointment of additional officers.

There are differences between the roles and obligations of directors vs. officers.  First, under Oregon law, directors must be owners or co-owners of a condominium unit or planned community lot. (ORS 100.416 & ORS 639). If the unit or lot is owned by a corporation, limited liability company, or similar form of ownership, then an employee, member, or manager of the entity may serve on the board.  There is no similar statutory requirement, however, that officers must be owners or co-owners.

Second, board members are almost always elected by a vote of the association's owners and (usually) may only be removed or recalled by a vote of the owners.  Officers, on the other hand, are commonly elected or appointed by the board members, without a vote and without the input of the ownership.  Most governing documents provide that officers may be removed by a majority vote of the board members-without a vote of the ownership.

Third, you may have heard that the president or chairperson of the association only votes in the event of a tie. This is true-especially in the corporate world.  However, at an association board meeting, the board members are voting in their capacity as board members, not in their capacity as officers.  Board members have a fiduciary duty to vote on association matters.  The owners elect directors because they trust and value the director's judgment. Assuming the president or chairperson of the association is also a board member, the chair has a duty to vote!

Lastly, many governing documents outline specific duties of board members and officers. In most cases, there are significant differences between the authority of directors and the authority of the officers. Review those provisions carefully and look for differences between the roles.

Cumulative Voting

Some community association bylaws or articles of incorporation authorize the use of cumulative voting for the election of directors.  Under this type of voting, owners may cast multiple votes for a single candidate. Under standard voting procedures, each owner is allocated one vote per lot or unit.  So, if there are 3 positions open on the board of directors, with 5 candidates running, the owner is entitled to cast votes for 3 of the 5 candidates.  The ballot would look something like this:

Jane Anderson	1
Jack Smith
Henry Talmage
Cindy Almberg	1
Kevin Harker	1

But under a cumulative voting arrangement, I may allocate all three of my votes to a single candidate, like this:

Jane Anderson
Jack Smith
Henry Talmage
Cindy Almberg
Kevin Harker	3

Oregon law authorizes cumulative voting only if provided for in the articles of incorporation or bylaws:

If the articles or bylaws provide for cumulative voting by members, members may so vote, by multiplying the number of votes the members are entitled to cast by the number of directors for whom they are entitled to vote, and cast the product for a single candidate or distribute the product among two or more candidates. (ORS 65.247).

The Washington Nonprofit Corporation Act contains a similar requirement:

The articles of incorporation or the bylaws may provide that in all elections for directors every member entitled to vote shall have the right to cumulate his [or her] vote and to give one candidate a number of votes equal to his [or her] vote multiplied by the number of directors to be elected, or by distributing such votes on the same principle among any number of such candidates. (RCW 24.03.085(4)).

Using cumulative voting, a small group of owners who coordinate their voting efforts may be able to secure the election of a candidate as a minority member of the board.  Robert's Rules of Order, however, advises against the use of cumulative voting since

it violates the fundamental principle of parliamentary law that each member is entitled to one and only one vote on a question. (RRO, 11th Ed., Section 46).

"Electing" Board Members

Each year community associations in Oregon and Washington hold annual meetings of the membership.  The primary purpose of the annual meeting is to elect individuals to the board of directors. Let's suppose that an association has a board of directors comprised of 7 individual members. At the annual meeting, 3 of the director positions will be open (the term of office for the remaining 4 directors is the following year). Now, let's suppose that only 3 individuals have been nominated prior to the annual meeting. In other words, there are 3 spots open and only 3 people have agreed to run for the positions. Is it necessary to go through the steps of "electing" these individuals? The short answer is, yes.  Here's why.

Most bylaws state that board members must be "elected."  Robert's Rules states:

If the bylaws require the election of officers to be by ballot and there is only one nominee for an office, the ballot must nevertheless be taken for that office[.] (RRO, 11th ed., Section 46)

But there's another reason.  Under Robert's Rules of Order members are entitled to nominate candidates from the floor.  Although only 3 individuals were nominated prior to the annual meeting, other owners may desire to nominate additional members at the actual annual meeting.  Once again, Robert's Rules states:

[M]embers still have the right, on the ballot, to cast "write-in votes" for other eligible persons.

In summary, going through the formal steps of balloting and electing when the outcome is obvious may seem tedious.  However, following the formalities lessens the likelihood of legal challenges down the road.

Methods of Voting

There are numerous methods of taking a vote in community associations.  For issues which may be challenged, it’s wise to use a written paper ballot.  For other non-controversial matters, associations may choose from a variety of voting methods.

Robert’s Rules of Order describes several ways to take a vote. Here’s an overview:

1. Voice

Often referred to as “viva voce”, this is a common method of voting. The chair would say, “The question is on the adoption of the motion to approve the special assessment.  Those in favor say ‘aye’, those opposed say ‘no’.  In larger assemblies where the vote is close, this may not be the most effective voting method.

2. Rising

This method is used to verify a voice vote which is inconclusive. The chair asks those in favor to stand up and a count is taken of the standing members.

3. Show of Hands

Typically used in smaller associations, this method may be used in place of a rising vote or a voice vote.

4. Ballot

For any issue which may be contested, a written ballot should be used. Written ballots allow for easy recounting and verification after the meeting. Ballots should be considered association records, i.e. owners may review and inspect the ballots.

5. Voting Cards

Some organizations, if authorized by the governing documents, use voting cards.  Voting cards are distributed to members at the start of the meeting. This method is typically used in lieu of rising or show of hands voting.

6. Electronic Voting

Technology has changed the way many associations operate. Some large associations have adopted electronic voting at annual meetings. Several services allow owners at a physical meeting to use their cell phones, tablets, or computers to cast votes.  The results are instantly counted and displayed.  One such service is: https://www.polleverywhere.com/

7. Roll Call Vote

This is an alternative method of voting which also creates a written record of the vote. The secretary or other individual appointed by the chair reads the names of each member of the association, asking if they vote yes or no on the issue.  The vote is then recorded next to the member’s name.

8. Absentee Voting

Robert’s Rules of Order discourages absentee voting: “It is a fundamental principle of parliamentary law that the right to vote is limited to the members of an organization who are actually present at the time the vote is taken at a regular or property called meeting[.]”  The point of debating a motion is that members may change their mind on an issue. If the vote is cast prior to the meeting via an absentee ballot, the debate/discussion portion of a motion is circumvented.

Board Member Resignations

Suppose that during the middle of a board meeting a director stands up and says "I quit!". Immediately, the director leaves the meeting.  Does this constitute a resignation from the board of directors? And what if the director returns to the meeting minutes later and explains that he or she didn't really intend to resign, and now wants to return to the board of directors? Most community association bylaws require that board member resignations be in writing.  Further, Robert's Rules of Order suggests that resignations must be "accepted" by the remaining directors:

The duties of a position must not be abandoned until a resignation has been accepted and becomes effective, or at least there has been a reasonable opportunity for it to be accepted.

The acceptance is usually accomplished by a motion to accept the resignation, but recording the resignation in the minutes, without a motion or vote, is likely sufficient to accept the resignation. The act of recording the resignation in the meeting minutes may satisfy the "in writing" requirement.

But what if the resignation is oral, like in the hypothetical above?  If the resignation is never memorialized in writing and it is obvious that the director resigned, i.e. they don't attend the next board meeting, they cease communications with the board, etc., then the board is entitled fill the vacancy regardless of whether the resignation is in writing.

Back to the hypothetical. Let's assume the director who proclaimed they quit and left the meeting returns minutes later, before the board could act or even discuss the resignation.  In that case, it's not obvious that the director desired to abandoned their duties and resign, and the board has not acted or relied on the resignation. The oral resignation should be considered ineffective.

If a director formally resigns in writing, can that resignation be revoked? Generally, written resignations may not be revoked. This is especially true if the board has already appointed a replacement to fill the vacancy.  Oregon law, however, suggests that the board of directors may allow revocation of a resignation:

Once delivered, a notice of resignation is irrevocable unless revocation is permitted by the board of directors. (ORS Chapter 65.321(3)).

In other words, the board may exercise discretion to accept a revocation after a director has formally resigned.

Let's skip ahead and assume a resignation is effective and has not been revoked. This creates a vacancy on the board. The general process to follow is: the remaining directors vote to appoint a replacement to fill the vacancy. This can be done even if the vacancy has left less than a quorum of directors. The individual appointed then serves the remainder of the term.

As always, be sure to carefully review your Bylaws to determine if there are provisions governing resignations or the filling of vacancies.

Components of an Effective Board Meeting

Board meetings can easily turn into chaos. State law (in Oregon and Washington) and governing documents often provide guidance on running board meetings.  Parliamentary procedure, most importantly, should be used to keep order and allow the meeting to proceed efficiently. The following is a brief overview of the components which are necessary for an effective board meeting. 1. Starting the Meeting

Once quorum is present, the Chair should state “The meeting will come to order.”

2.  Parliamentary Procedures

The Board of Directors should use Robert’s Rules of Order to conduct its meetings.

3.  Order of Business

Sometimes called the "agenda", Robert's Rules uses the term "Order of Business."  Some association bylaws may dictate the agenda for board meetings.  Otherwise, use the following order of business:

A. Reading and Approval of Minutes (Following any corrections, the minutes should be approved, typically by unanimous consent)

B.  Reports of Officers, Boards and Standing Committees

C.  Unfinished Business

Sometimes incorrectly referred to as “Old Business”, this refers to questions that have been carried over from the previous meeting as a result of that meeting having been adjourned without completing its order of business.

D.  New Business

Following any unfinished business, the chair will ask “Is there any new business?”  Board members may introduce new items of business at this time.

4.  Quorum

Quorum is the number of individuals who must be present in order to conduct business.  Most bylaws require a majority of directors to be present in order to achieve quorum.  In the event there is not a quorum, the meeting cannot continue.

5.  Open Meetings Requirement

Washington and Oregon require homeowner association board meetings to be open to the membership. (ORS 94.640 / RCW 64.38.035)  All meetings of the board must be open to owners and properly noticed, except for emergency meetings.

6.  Motions

In formal settings, there should be no discussion without a motion. A motion is a formal proposal for the board to discuss and vote on a particular issue. Meetings should follow the same structure each time: motion, second, debate, vote. Here’s how it works:

A. Member makes the motion

B. Another member seconds the motion

C.  The presiding officer repeats the motion to ensure that everyone is discussing and voting on the same issue

D.  Member then debate or discuss the motion

E. The presiding officer “puts” the motion to a vote

F. The outcome of the vote is announced.

7. Executive Session

Executive session may be used to discuss sensitive or confidential topics.  During a normal, open board meeting, any board member may make a motion to convene in executive session. The minutes of the meeting should reflect the motion to convene in executive session. The board members then discuss the relevant issues in executive session.  Once the discussion is complete, the board reconvenes to the open meeting. If any motions or decisions need to be made, they are done so once the board has returned to the open meeting. There are no motions, and no voting, during the executive session.

A. Topics Allowed - Washington

1. Consideration of personnel matters;

2. Consultation with legal counsel or to consider communications with legal counsel, and discuss likely or pending litigation;

3. Matters involving possible violations of the governing documents of the association; and

4. Matters involving the possible liability of an owner to the association.

B. Topics Allowed - Oregon

1. Consultation with legal counsel;

2. Personnel matters, including salary negotiations and employee discipline;

3. Negotiation of contracts with third parties; and

4. Collection of unpaid assessments.

8. Meeting Minutes

The meeting minutes should include the following:

1. Type of Meeting (Special, Regular, Adjourned)
2. Name of the Association
3. Date and Time of the Meeting
4. Place of Meeting
5. Whether previous meeting minutes were approved
6. Separate paragraphs with name of person who makes motions and:
   1. All main motions and any amendments
   2. Whether the motion passed
   3. Names of those who voted in favor of the motion and the names of those who voted against the motion
7. Do NOT include:
   1. Name of person who seconded motion
   2. Remarks of guest speakers
   3. Motions which are withdrawn
   4. Personal opinions
8. Hour of adjournment

As always, talk to a qualified HOA or condominium lawyer for legal advice.

Robert's Rules & Small Boards

Robert’s Rules of Order is designed to keep control of large groups or assemblies.  Members must stand and be recognized by the chair, motions must be seconded,  and members may not speak out of turn.  However, sometimes that level of formality isn’t needed, especially when the assembly is a small number of board members. RRO contains special procedures that small boards may utilize. (Robert’s Rules of Order, Newly Revised, 11th Edition, Section 49)  A “small” board is 12 or fewer members.  Here are some of the informal procedures for small boards:

- Board members do not have to stand or be recognized by the chair in order to speak or make motions;

-Motions need not be seconded;

-A board member may speak any number of times on a question (not just two) and motions to close or limit debate are generally not permitted;

-A motion does not have to be pending in order to discuss a subject informally;

-Votes can be taken by a show of hands;

-If a proposal is perfectly clear to everyone it may be voted on even though no formal motion has been made;

-In putting a question to a vote, the chairman need not stand.

An additional exception to the formal rules is that “the chairman can participate and vote.”  However, in most community associations, the chairperson (an officer position) is also a member of the board of directors.  When a vote is taken all board members in a community association should vote—in fact, there is a fiduciary obligation to vote.  Thus, when the chairperson votes on an issue, he or she is voting in their capacity as a board member, not as an officer.

If your board desires to use the procedures for small boards, adopt a policy stating that board meetings will be conducted in accordance with Robert's Rules for small boards.

Recording Board Meetings

Audio or video recording of board meetings typically happens under two circumstances: 1) the secretary of the association records the meeting to assist with creating meeting minutes; and 2) an owner in the audience (without permission) records the meeting. Carefully consider any policy which allows the recording of board meetings. Directors are often less inclined to speak freely if the meeting is recorded. Recording for Meeting Minute Preparation

If the board records meetings for the purpose of creating meeting minutes, adopt a policy stating how long the recordings will be kept. At the expiration of that time period, destroy the recordings.

In most cases, however, there is no need to record board meetings for the purpose of creating minutes. Meeting minutes should contain the motions made, who seconded the motion, and whether the motion passed. Oregon law also requires to list which board members voted yes and which members voted no. Attempting to summarize the discussion or debate of the motion is not required, and generally not advised.

Owner Recording of Board Meetings

Oregon condominium and homeowner associations (and Washington homeowner associations) are required to allow owners to attend board meetings. Although many boards have an open forum for owners at the start or end of the board meeting, owners are not allowed to otherwise participate or vote at board meetings.

Under Robert’s Rules of Order, the board of directors is entitled to adopt rules of order or standing rules governing its meetings. If the board’s decision is to prohibit the recording of board meetings, simply adopt a policy stating that no audio or video recording is allowed.

In addition, ORS 165.540 prohibits the recording of any conversation unless all parties to the conversation are specifically informed. This statute can be used to prevent the secret or unauthorized recording of board meetings. If an owner continues to record a board meeting, the owner can be asked to leave the meeting once the board has adopted a policy.

6 Ways to Take a Vote

Nearly all condominium and homeowners associations use Robert's Rules of Order ("RRO").  RRO describes multiple methods of taking votes.  Depending on the type of motion which the assembly is voting on, some methods of voting are better than others. For example, any vote which may be subject to challenge should be done by written or electronic ballot. This method provides a paper trail of the votes and can be re-counted and audited. For motions which are obviously going to be uncontested, it may make sense to take a voice vote by calling for "Ayes" and "Nays."

Here is an overview of the different methods of voting found in RRO:

1. Voice Vote

For a voice vote, the chair (after debate is over) instructs the assembly to say "Aye" or "Nay".  The chair, using their discretion, then announces the outcome.

2. Roll Call Vote

This may take much longer, but it provides a record of who voted "yes" or "no".  The chair reads through the names on the roll of the assembly, including those present by proxy, and records a yes or no vote for each member.

3. Standing Vote / Raise of Hand Vote

Similar to a voice vote, the chair asks all those in favor of the motion to stand or raise their hands. Then again for those voting no.  This is useful if the vote is close and a voice vote is too difficult to determine the outcome.  Remember though, if some members are holding multiple proxies (i.e. the owner is casting one vote for themselves and 4 votes on behalf of proxy givers) it may be complicated to get an accurate count.

4. Written Ballot

For any issue which may be contested, a written ballot is always the best course of action.  A written ballot provides physical evidence of who voted which way and the total number of votes for and against the motion.  Written ballots should be kept with association records for at least one year from the date of the meeting.

5. Electronic Ballot

By statute or bylaw provisions, many associations may use electronic ballots.  Many communities have seen a dramatic increase in voter turnout when using electronic or online ballots.  Electronic ballots work similar to written ballots in lieu of a meeting.  Here's an example of an online ballot: https://calaw.attorney/online-voting/

6. Unanimous Consent

For a series of procedural or uncontested motions, the chair may announce each item or motion and then ask the assembly to approve the motions by unanimous consent.  The chair does this simply by asking the assembly if there is anyone opposed to the motions.  If there are no objections, all motions pass without debate or discussion.

Robert's Rules for Small Boards

Robert’s Rules of Order is the most effective tool to ensure efficient, civil, and effective meetings. However, sometimes the formality of Robert’s Rules isn’t necessary. For small board meetings it may not make sense to follow (the sometimes tedious) formal parliamentary procedure. Under Robert’s Rules a “small” board is 12 individuals or less. Robert’s Rules recognizes that small boards may want to operate in a more relaxed and informal setting. Small boards may opt to use the “Informal Procedure for Small Boards” described in Robert’s Rules, 10th Ed., p. 469-71. Here are the key differences between the formal and informal procedures:

1. Board members do not have to stand or be recognized by the chair in order to speak or make motions.

2. Motions need not be seconded.

3. A board member may speak any number of times on a question, and motions to close or limit debate are generally not permitted.

4. A motion does not have to be pending in order to discuss a subject informally.

5. Votes can be taken initially by a show of hands.

6. If a proposal is perfectly clear to everyone it may be voted on even though no formal motion has been made.

7. In putting questions to a vote, the chairman need not stand.

8. The chairman can participate in debate just as any other board member.

So, for small and informal board meetings it may make sense to use the informal procedures. If a majority of the board agrees to “opt-in” to the small board procedures, reflect that in the minutes and proceed under the informal procedures.

Different Meanings of Majority

Condominium and homeowners association governing documents require certain association issues to be voted on. Depending on the specific issue, there may be a different voting threshold, or number of votes required for approval. Let's start with some basics. Robert's Rules of Order defines a "majority vote" as more than half of the votes cast, excluding blanks and abstentions. [RONR, 10th ed., 387)

A "super" majority is anything greater than half. However, avoid using the term "super majority," because that term may have different meanings. An amendment to your governing documents may require 75% approval by the owners. An increase in assessments may require 2/3rds of the owners to approve. Both are technically "super majorities", yet very different numbers.

You must look carefully at the language in your governing documents to understand how many votes are necessary. Here's a hypothetical:

There are 200 lots in the association. At the annual meeting 100 owners are in attendance in person or by proxy. 97 owners cast votes related to the approval of a special assessment, 3 owners abstain.

Depending on the language in your governing documents, the required votes could be very different. Here are some common voting requirements along with the votes necessary under our hypothetical:

1) "A majority of owners present in person or proxy at a meeting" = 51 2) "A majority of votes cast by owners present in person or proxy at a meeting" = 49 (remember, only 97 votes were "cast") 3) "A majority of all lot owners" = 101

Very small differences in the language results in very different outcomes. So, pay close attention to the language used in your governing documents, and make sure you know with certainty the voting thresholds before you take a vote!

Meeting Minutes (Not Hours)

Over the last decade, I've seen hundreds of board meeting minutes.  Some of these minutes are 20 pages long and contain a summary of everything each board member said during the course of the meeting.  Please, don't do this. [Click here for an example of what meeting minutes should look like: Sample Meeting Minutes]

Robert's Rules of Order (11th ed.) contain very specific guidelines on meeting minutes.  Minutes should reflect what was done at the meeting, not what was said by the members.

The content of the minutes should include:

1. the kind of meeting (special, board, annual)
2. name of the association, society, or assembly
3. date, time and place of the meeting
4. names of those in attendance
5. whether the minutes of the previous meeting were read and approved (as read or as corrected)
6. all main motions
7. the outcome of the motion (in Oregon, ORS 94 & ORS 100 require the minutes to reflect how each board member voted on the motion)
8. points of order
9. hour of adjournment

That's it!  With these guidelines in mind, most meeting minutes should not be more than a page or two. There are a couple of special considerations that each board can decide how to handle.

1. Committee Reports: in small board meetings where the substance of a committee report is given orally, you may summarize the report in the meeting minutes. In most cases, a committee will deliver a written report which can be noted in the minutes and then attached as an exhibit if necessary.
2. Guest Speakers: Robert's Rules states that the name and subject of a guest speaker may be given, but no effort should be made to summarize their remarks.
3. Secondary Motions: In some cases secondary motions (motion to recess, motion to suspend rules) may be recorded in the minutes if it is necessary to record them for the sake of clarity or completeness.