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Hello Background: A local society, for which I am a DaL, has a major issue with producing minutes. I joined the board at our most recent AGM (November 2023) and we have monthly board meetings. I had to argue with the secretary to get the November and December minutes before the January meeting, and have now not been able to get through minutes for the January or February minutes, or those for a Special Meeting held at the beginning of February. Today is our March meeting and still none of those minutes have been made available (to my understanding, no one has received them). I appear to be the only member of the board who views the lack of minutes as an issue, though I am also apparently the only member who is particularly familiar with the Societies Act (of BC), our society bylaws, and Robert's Rules. Question: What are the rules, if any, with regards to holding or continuing a meeting without previous minutes being either made available or read at said meeting for approval? Subsequently, what are the rules, if any, with regards to holding or continuing a meeting without approving the previous meeting's minutes? Thank you

Hi I can't find anything in Minnesota statute or in our bylaws about how long to keep board minutes. Does Robert say anything about how long to keep board minutes? Thank you

How does the secretary document the actions of the assembly in the minutes in the case of a sequence of events related to the adoption of a motion, a subsequent motion to reconsider that motion, which is adopted, and a subsequent loss of the original motion (whereas it was initially adopted)? Given that the adoption of the motion to reconsider makes it as though the original vote was never taken, I'm unclear what should be reflected in the minutes.

A body meets monthly and the secretary pro-tem apparently took the minutes at a meeting. At the next monthly meeting, the secretary pro-tem did not have the previous meeting minutes available. The president asked the secretary pro-tem for a copy of the minutes and the person will not return the call nor respond to emails about the minutes. The secretary pro-tem has not been back to another meeting since. Another member who was present at the meeting for which the secretary pro-tem took minutes, recorded the meeting with a device. What recourse does the organization have to obtain minutes from a monthly meeting when the secretary pro-tem of that meeting has gone absent?

I would like some advice about a situation. In September our church held a town hall meeting, I was co-chair. Some folks do not consider it an "official" congregational meeting ebcause there was no minister on duty. But a lot of useful content and a few action items emerged from that meeting. Our Annual Meeting is in one month and I need to send out notice in the next few days. At that meeting, we should have 3 sets of minutes to adopt: last year's ACM, the town hall meeting, and a budget meeting which will take place after this notice goes out. Plus items from the town hall meeting will be on the ACM agenda. I still do not have the minutes from the town hall meeting. The elected secretary was not in attendance and someone else (reluctantly) filled in. I've been asking for the minutes (nicely) and keep getting the brush off. Apparently she only "found" her notes in January. A video recording was also made during the meeting as a backup but that is not considered the official record. (And when I asked for a video excerpt to show during a service, the person who made it "didn't have access" to the video.) I've offered if me or someone else can help her, but that was brushed off too. The minister, several members of council, and her husband are aware. What should I do? Yes I know we are all "busy" and some of us have full time jobs etc. but it shouldn't take this long to write up minutes. Our bylaws do not have a time limit and a suggestion to include one was already shot down as being inconvenient to volunteers. But if I'm referencing the town hall meeting during the ACM, the minutes need to be available, and folks should have a chance to read them ahead of adoption. Your thoughts, kind meeting folk, are much appreciated.

If Secretary is deployed and only on a zoom call (not quite the best audio), and the meeting is recorded, who else can dictate the meeting from the audio to give to the secretary or president? It is my understanding that anyone can write up the meeting minutes, deliver to the Board, and then signs off by Secretary after Board votes to accept. Our secretary is deployed. I dictated the minutes from a recording. Gave to the President who has given to the other members including the Secretary. Is this legal?

my group has 2 of the same monthly meetings, in order to accommodate for people who cannot attend one or the other due to work. my question is this, At the 1st meeting, after the reading of the minutes of the previous meeting there is; a motion to adopt, a seconder, a vote and then carried to the second meeting. At the 2nd meeting after the reading of the minutes of the previous meeting, what is required? simply a vote and then the minutes are accepted? Is a new motion to adopt required? What about a seconder? Thanks!!!

In a past PerfectRules in which you wrote about "The Minutes," you said, "If there is any objection to the correction [of the Minutes], a majority vote decides the question." QUESTION: Is this question debatable, amendable, or subject to any secondary motions? RESPONSE: "Yes, a correction that is offered during the approval of the minutes is actually a subsidiary motion to Amend. So, it is debatable, amendable, and may have any motion applied to it that may be applied to the subsidiary motion to Amend. See RONR (12th ed.) tinted pages 18-19, entry #48. The reason it's called a "correction," instead of an amendment, is that the minutes should be an accurate reflection of what happened." I hope this helps. | Best regards, | Tim Wynn, PRP

RR states at 48:2 that the minutes should contain mainly a record of what was done at the meeting, not what was said by the members.... In this situation, we have a chairman who seems intent on ignoring the vote of the members taken several years ago about the designation of delegates to a national conference. During the meeting, the President stated that he would appoint delegates for the conference. A member objected during the meeting and noted the prior vote. The member sent the chair a copy of the minutes from years ago showing the vote during a break in the meeting. During the meeting the member noted that the Chairman had the minutes showing that the members elect delegates and the Chair noted that he would review it. Fast forward to the following month. The minutes for the prior month's meeting are distributed and in the minutes the secretary states that the following people were "appointed" by the Chair to serve as delegates. The member noted that the minutes should be revised to reflect not only the objection but also that the Chair was to come back to report the outcome. The Chair refused to make the amendment citing the above Rule saying that nothing was "done" and that the member only "said" something. The member noted that raising the concern was an important point to reflect in the discussion and stated that the rule only says that the minutes should contain MAINLY a record, and that is the base, but that more can be added, particularly where it provides context that an issue relating to the interpretation of the rights of the Chair is involved. Looking at RR, I can find no support for the member's position, but is seems the correct position in that without this statement, it looks as if the Chair can appoint delegates when there is a record of member action (a vote) stating otherwise. The Chair will not add the minutes revision absent something in RR or another source which supports this contention because...he's, well, he's an a-hole... Seriously, is there something I can point to in RR to support this, as it was not an action (i.e., motion) that was taken and the member did NOT formally say "I object" to the steps the Chair was trying to take. She merely stated that the Chair couldn't do it and referred to the prior meeting minutes. Thanks!

No annual membership meetings were held face-to-face during 2020 and 2021 due to COVID. Members voted on board of directors via mail. Therefore, the annual membership meeting minutes from 2019 have not been approved. Can the board approve these membership meeting minutes, or should the 2019 minutes be approved at this year's 2022 annual membership meeting?

Can the Board Secretary sign the minutes if he was not present at the meeting the minutes are about? Note: our Board secretary does not prepare the minutes, he just signs them.

Should draft minutes be sent to the Chair/President prior to being distributed to the entire committee?

Hi everyone, I am very new to the world of Board Governance and have been asked to assist our company Board which is also fairly inexperienced with RONR. The Directors have recently started (re-started?) utilizing committees in order to complete some tasks, and so we have a couple of questions regarding the results of the committee meetings. 1. What is the procedure for approving the minutes of these committee meetings? What we have been doing is, the minutes go to the next committee meeting for approval. Once approved, they then go to the next Board meeting for approval from the Board. Is the dual approval process necessary? 2. When do the motions from those committee meetings become ratified? Is it as soon as the committee carries the motion, or when the minutes (where the motion is recorded) is approved by the Board?

Does Robert's Rules say anything specific on distribution of unapproved minutes? For instance, should unapproved minutes be shared with non-Board members? And does that change if that non-Board person was in attendance at the meeting?

Our 55+ community HOA board is without a secretary. Board officers for this year were elected in January but we had no candidate for secretary. How long can we go without electing a Secretary?

May a secretary record in the minutes that a vote was "Unanimous," or "Motion carried Unanimously"? If such is permissible, what form of voting procedure(s) must be followed?

I am our board's secretary. We usually hold an executive session (without staff) at the end of each meeting to discuss personnel issues, such as salaries, benefits, etc. Because the board minutes are posted on our Intranet site, which the staff can view, they include only the topics we discussed, not the details that would be considered confidential. My question is: If I were to include the details of our private discussions and decisions, how would we keep the minutes of that part of our meeting confidential? The staff needs to reference the non-private sections of the board minutes. Thanks. Don Benjamin

History: Our non-profit group held their AGM recently. The secretary had sent out AGM minutes from the previous year (2020) as mandated but sent them as a Rev.1. The reason for this was the out-going secretary in 2020 had sent out the minutes to the incoming board a few days after the 2020 AGM, in Feb 2020. The current secretary noticed there was an error on those Feb 2020 version, revised them, and sent out the revised copy, indicating they were revised by adding Rev 1 to the title, to be adopted at the 2021 AGM. Question: Was the current secretary in error by sending out AGM Minutes of Feb 2020 (Rev. 1) as the minutes to be adopted or should she have used the minutes that were sent out by the former secretary?

We are a condo board. Is there a way to insist a committee’s full report (121 words) be part of the minutes, verbatim? Is there a specific procedure for this?

During a board meeting last weekend, a director disclosed that she had been contacted by someone who was trying to convince her to support an issue. Does that information have to be published in the meeting minutes?

When an agenda is adopted for a meeting how much detail of the agenda needs to be recorded in that meetings minutes? Is a simple note that an agenda was adopted enough or needs the whole agenda be spelled out?

The Board of the organization I worked for met in Executive (Closed) Session to discuss a then-ongoing legal matter. A motion was considered and passed regarding the matter. (In short, the Board gave the Executive the authority to settle the issue up to a certain amount.) The association's bylaw regarding minutes are below: 13.6 Minutes i. The minutes of the meetings of the [Board] shall: a. be the responsibility of the Recording Secretary, in their absence the [Board] may select a temporary replacement; b. include a summary of the discussion, a record of the motions passed and a numerical record of the votes taken; ii. Minutes of meetings in closed sessions shall include only a record of the motions passed and a record of the votes taken. I know the motion gets recorded in the Closed Session minutes. Does it also get put into the minutes of the meeting overall? In the past we have done so, but that is normally because our closed sessions involve naming people to positions or granting money, where the result normally gets announced in open session. This situation isn't like that so I'm not as sure. Thanks for any advice.

We had a Special Called Business Meeting convened. Meeting was called to order and Agenda was read. Member requested to read a statement into the official record as part of the meeting. Second member made a motion to move the stated agenda to the regularly scheduled business meeting for the following reasons: - meeting agenda was not announced at two consecutive meetings prior - agenda items to be voted on were in violation of the Constitution & Bylaws which stated those items must be carried out at Regularly scheduled business meeting. Our Bylaws state we will follow Roberts Rules of Order. Since the meeting was started and statement was read into the official record. Motion was made, seconded, an voted on to move the agenda to the regularly scheduled business meeting should meeting minutes be kept as part of the official record? Some argue that since the meeting agenda was ruled and voted on as out of order no meeting minutes should be kept. Others argue that since the meeting was called to order, agenda read on the floor, member read a statement into record, and motion was made and voted on minutes should be kept. I am currently reading RRofO looking for a reference that might cover this question. Any help would be greatly appreciated.

At a Board of Directors meeting, a motion was made and passed that allocated funds to an individual, with the individual being named in the motion. After the meeting, the individual receiving the funds asked that their name not be in the minutes, so the secretary removed the name. The minutes have not yet been approved. What course of action is available to address the meeting minutes being intentionally falsified? Can a majority vote of the Board allow the minutes to be falsified?

We've had some significant dysfunction in our organization recently, which included a secretary who didn't understand what minutes should (and shouldn't) contain. The last several sets of minutes that she prepared were not approved by the board due to inaccuracies and liability concerns. Our new secretary is not sure what to do with these minutes that aren't approved were never fixed (as the previous secretary took any recommended changes really personally). The new secretary wasn't on the board when those minutes were compiled and then rejected by the board. Is it appropriate to pull out any motions she can find, ask the board to ratify those, and compile them in a single document, and to perhaps stamp the draft minutes as "unapproved" and place them in the records alongside the ratified list of approved board motions? What is the best way to handle this?