Minutes of board/general meetings

[Guest J Kichline]

We have a small organization that has meetings the 1st Thursday of every month. Four of these are conducted every quarter as general meetings, the others are board meetings. Can the previous months minutes of a board meeting be read at a general meeting? All members are welcomed to come to the board meetings for discussion on any topic, but cannot vote. When the previous general meeting minutes are read, many members are confused because many issues have long been resolved. Can both be read?

[jstackpo]

Certainly you can read whatever minutes (of "other" groups) that the "other" group grants you permission to do.

The only obligation in RONR is that a group has the opportunity to review, possibly amend, and approve the minutes of that group's meetings.

As you note, reading all those other minutes could get confusing -- there is no requirement to do so.

[Bruce Lages]

Note also that at a general membership meeting, the membership can order the reading of board meeting minutes, whether the board gives approval or not. This would require a 2/3 vote, a majority vote if previous notice is given, or a affirmative vote of a majority of the entire membership.

[Edgar Guest]

Can the previous months minutes of a board meeting be read at a general meeting?

 

Bear in mind that the minutes of the board meeting immediately preceding the meeting of the general membership won't have a chance to be approved until the next board meeting, a month away (assuming I understand the schedule you've described). So they'd only be draft minutes. And, to Mr. Lages' point, I don't think the general membership can order that the draft minutes of a board meeting be read; the minutes are not The Minutes until they're approved.

[Josh Martin]

We have a small organization that has meetings the 1st Thursday of every month. Four of these are conducted every quarter as general meetings, the others are board meetings. Can the previous months minutes of a board meeting be read at a general meeting? All members are welcomed to come to the board meetings for discussion on any topic, but cannot vote. When the previous general meeting minutes are read, many members are confused because many issues have long been resolved. Can both be read?

First, it must be understood that the board minutes are read and approved at board meetings and minutes of the general membership are read and approved at meetings of the general membership (since the membership holds quarterly meetings, this is just frequent enough for the society to approve its own minutes).

With that said, it is certainly permissible for the draft board minutes to also be read at the meetings of the membership, for information only, provided that the board agrees to this or the membership orders it (which requires a 2/3 vote, a vote of a majority of the membership, or a majority vote with previous notice).

As you note, reading all those other minutes could get confusing -- there is no requirement to do so.

Actually, I think the OP is saying that it's confusing because the board minutes are not read. That is, the board has acted on many of the items contained within the minutes of the previous membership meeting, making that information outdated.

[Edgar Guest]

With that said, it is certainly permissible for the draft board minutes to also be read at the meetings of the membership, for information only, provided that the board agrees to this or the membership orders it (which requires a 2/3 vote, a vote of a majority of the membership, or a majority vote with previous notice).

 

I don't see how the general membership (or, for that matter the board) can order the board's secretary to produce the draft minutes. For one thing, the board's secretary might not be present. For another she might not have brought the draft with her (why should she?). In essence she's being ordered to produce her notes.

[Josh Martin]

I don't see how the general membership (or, for that matter the board) can order the board's secretary to produce the draft minutes. For one thing, the board's secretary might not be present. For another she might not have brought the draft with her (why should she?). In essence she's being ordered to produce her notes.

If the draft is unavailable for one reason or another, then it certainly will not be read regardless of who orders it, but that's more of a practical issue than a parliamentary one. Assuming the draft is available, it seems to me that the board certainly has the authority to order this to be read, and in my opinion, the general membership may also order this by the same vote required to order the approved board minutes to be read. If the draft is not available, the secretary could be ordered to make it available for meetings of the general membership in the future.

I agree that the secretary is, in essence, being ordered to produce her notes. Since the notes in question were produced by the secretary in connection with her duties as secretary, however, I don't see any problem with this.

[Edgar Guest]

Assuming the draft is available, it seems to me that the board certainly has the authority to order this to be read, and in my opinion, the general membership may also order this by the same vote required to order the approved board minutes to be read. If the draft is not available, the secretary could be ordered to make it available for meetings of the general membership in the future.

 

if I were the secretary I'd be inclined to say that the dog ate my homework minutes.

[Josh Martin]

if I were the secretary I'd be inclined to say the the dog ate my homework minutes.

You can say what you like, and if the membership doesn't find this explanation acceptable, they're free to find a new secretary. They can review FAQ #20 for information on how to do so.

[Edgar Guest]

You can say what you like, and if the membership doesn't find this explanation acceptable, they're free to find a new secretary. They can review FAQ #20 for information on how to do so.

 

Do you really think that the secretary should be disciplined (i.e. removed from office) for not providing her draft minutes before submitting them at the meeting at which they are to be approved?

[Josh Martin]

Do you really think that the secretary should be disciplined (i.e. removed from office) for not providing her draft minutes before submitting them at the meeting at which they are to be approved?

If the Secretary has not previously been told that this is expected? No, I don't think so. If the Secretary has already been ordered to provide the draft minutes in the future? Quite possibly, especially after repeated failures to follow this order. RONR has no requirement that the Secretary provide draft minutes prior to the meeting at which they are to be approved, but the board or the society is free to adopt such a requirement.

Ultimately, of course, it is up to the society to determine if the Secretary should be disciplined.

[Edgar Guest]

RONR has no requirement that the Secretary provide draft minutes prior to the meeting at which they are to be approved, but the board or the society is free to adopt such a requirement.

 

What do you think about such a requirement?

[Josh Martin]

What do you think about such a requirement?

It's not unusual for an assembly to require the Secretary to distribute draft minutes to members of the assembly in advance of the meeting, and I don't have any problem with that. RONR even discusses this arrangement. What's being discussed here is a bit different, but it doesn't seem any more onerous.

All of this is going to be shaped by the particulars of the assembly, of course. When I've served as Secretary, it's been in assemblies with relatively little business and little or no extra information in their minutes, so compiling the minutes was relatively simple. I often had my draft ready minutes after the meeting, with most of the work done during the meeting. In an assembly which had a lot of business and/or a lot of extra information in their minutes, then the Secretary may well be justified in crying bloody murder about such a requirement.

[g40]

We have a small organization that has meetings the 1st Thursday of every month. Four of these are conducted every quarter as general meetings, the others are board meetings. Can the previous months minutes of a board meeting be read at a general meeting? All members are welcomed to come to the board meetings for discussion on any topic, but cannot vote. When the previous general meeting minutes are read, many members are confused because many issues have long been resolved. Can both be read?

I would make sure (not 100% clear to me) that the "four ... conducted every quarter as general meetings" are, in fact, membership meetings - and not actually Board meetings with looser practices concerning member participation. In my opinion, what counts is what the bylaws/governing documents provide for and not just how the meeting is "conducted".

[Edgar Guest]

I would make sure (not 100% clear to me) that the "four ... conducted every quarter as general meetings" are, in fact, membership meetings - and not actually Board meetings with looser practices concerning member participation.

 

Not 100% clear to me either.

[Larry Cisar]

Note also that at a general membership meeting, the membership can order the reading of board meeting minutes, whether the board gives approval or not. This would require a 2/3 vote, a majority vote if previous notice is given, or a affirmative vote of a majority of the entire membership.

This is only true if the general membership meeting ranks higher than the board meeting. Be sure that you know the power of each body.