Richard Rogers Posted July 9, 2017 at 01:43 AM Report Share Posted July 9, 2017 at 01:43 AM If the recording secretary or chair does not announce the presence of a quorum or not, in the annual meeting, and the next year the question is to approve the last annual meeting minuets, would it be proper to not approve the last annual meeting minuets? Quote Link to comment Share on other sites More sharing options...
Bruce Lages Posted July 9, 2017 at 02:34 AM Report Share Posted July 9, 2017 at 02:34 AM No, it would not be appropriate. Minutes should be taken of all meetings, even those in which a quorum is not present. Since no valid business can be transacted at an inquorate meeting, those minutes will necessarily be very brief. Although it is the chair's duty to announce that a quorum is present if that is the case, the meeting is certainly not invalid if he fails to do so. Whatever actually transpired at this annual meeting should be recorded in the minutes. If it can be shown by clear and convincing evidence that a quorum was not present - which will very likely be extremely difficult to obtain a year later - then a point of order can be raised that any business transacted at the meeting is null and void. Not approving the minutes is not the way to accomplish that goal. Also, please note that RONR strongly recommends that you not wait an entire year to approve the minutes of your annual meeting. The assembly should authorize the board, or appoint a special committee, to approve the minutes as soon as possible after the meeting. Quote Link to comment Share on other sites More sharing options...
Richard Brown Posted July 9, 2017 at 02:34 AM Report Share Posted July 9, 2017 at 02:34 AM No. The presence of a quorum is presumed unless the chairman notes the absence of a quorum or a member raises a point of order that a quorum is not present. Even when the absence of a quorum is determined, all previous action taken by the assembly is still considered valid unless it is shown by clear and convincing evidence that a quorum was not present earlier in the meeting. In that case, only action taken after the loss of a quorum would be invalid. It is incumbent upon those claiming that action already taken is invalid due to the absence of a quorum to prove by clear and convincing evidence that a quorum was not present. Quote Link to comment Share on other sites More sharing options...
Joshua Katz Posted July 9, 2017 at 02:36 AM Report Share Posted July 9, 2017 at 02:36 AM 50 minutes ago, Richard Rogers said: If the recording secretary or chair does not announce the presence of a quorum or not, in the annual meeting, and the next year the question is to approve the last annual meeting minuets, would it be proper to not approve the last annual meeting minuets? Well, it's not proper to wait a year to approve minutes, but if that ship has already sailed, no, it would not be proper not to approve the minutes for this reason. In fact, it is never proper to simply not approve the minutes, nor is it proper to hold a vote on the question. Rather, the chair should ask for corrections to the minutes, and if there are none, declare the minutes approved. On the quorum question - if there was an issue of quorum, it should have been raised as a point of order at the time. Actions taken (which, a year later, are likely to be mostly, or entirely, fully executed) can only be challenged by the presentation of clear and convincing evidence of an absence of quorum, and a failure to make an announcement is not that. In any case, that has nothing to do with the minutes. Quote Link to comment Share on other sites More sharing options...
Richard Rogers Posted July 9, 2017 at 01:13 PM Author Report Share Posted July 9, 2017 at 01:13 PM Sorry to ask so many questions, but several members have tasked me with review of previous meeting minuets and motions and ask questions. The following is from a BoD meeting at the annual event: Oct. 12th, 2016 6:55pm CDT. ###### National BOD meeting Unofficially, we met briefly after the General Membership meeting and held executive session from 6:57pm to 7:10pm. Those members in attendance were: ( 7 peoples names). Submitted, ##### Recording Secretary (Seven of twelve board members present) Question: Was this done properly? Quote Link to comment Share on other sites More sharing options...
Hieu H. Huynh Posted July 9, 2017 at 01:16 PM Report Share Posted July 9, 2017 at 01:16 PM Minutes are a record of what was done at a meeting. What was done outside of a meeting would not be in the minutes. Quote Link to comment Share on other sites More sharing options...
Richard Rogers Posted July 9, 2017 at 01:25 PM Author Report Share Posted July 9, 2017 at 01:25 PM can you have executive session if you did not officially have a meeting? Should they have the roll call, enter executive session, then adjourn the meeting? Quote Link to comment Share on other sites More sharing options...
Hieu H. Huynh Posted July 9, 2017 at 01:34 PM Report Share Posted July 9, 2017 at 01:34 PM 7 minutes ago, Richard Rogers said: can you have executive session if you did not officially have a meeting? No. Quote Link to comment Share on other sites More sharing options...
Richard Rogers Posted July 9, 2017 at 02:06 PM Author Report Share Posted July 9, 2017 at 02:06 PM But they did, according to submitted minuets. What would be the action the members could take, if any? Is there any recourse? Or would the Board just be able to do and say what they want ? Quote Link to comment Share on other sites More sharing options...
Hieu H. Huynh Posted July 9, 2017 at 02:09 PM Report Share Posted July 9, 2017 at 02:09 PM See FAQ #20. Quote Link to comment Share on other sites More sharing options...
Guest Who's Coming to Dinner Posted July 9, 2017 at 02:26 PM Report Share Posted July 9, 2017 at 02:26 PM I think removing the board over some nonsensical minutes is a bit drastic, don't you? The minutes of the board belong to the board and it's up to the board to correct and approve them. At some future time, a board member may move to strike the reference to the unofficial "meeting," which is a motion to amend something previously adopted. Now, can the general assembly order the board to amend its minutes? I'm not sure about that one. Quote Link to comment Share on other sites More sharing options...
Richard Brown Posted July 9, 2017 at 04:14 PM Report Share Posted July 9, 2017 at 04:14 PM 2 hours ago, Richard Rogers said: Sorry to ask so many questions, but several members have tasked me with review of previous meeting minuets and motions and ask questions. The following is from a BoD meeting at the annual event: Oct. 12th, 2016 6:55pm CDT. ###### National BOD meeting Unofficially, we met briefly after the General Membership meeting and held executive session from 6:57pm to 7:10pm. Those members in attendance were: ( 7 peoples names) Submitted, ##### Recording Secretary (Seven of twelve board members present) Question: Was this done properly? Questions: Are those the complete minutes from that "meeting" or just an excerpt? What is the purpose of calling that meeting an "unofficial" meeting? Is it because the meeting wasn't properly called or noticed? Was any substantive business taken? Or did the board members just talk? An unofficial meeting is not a meeting in the parliamentary sense. It is simply a get together of some friends or people who happen to belong to the same organization. It is no different from a group of members going to the hotel bar or coffee shop to talk about the organization or the convention during a recess. People can get together and talk about anything they want to. And they can call it anything they want to. They can even call it a meeting, but regardless of what they call it, it is not an official meeting of the organization and no official action can be taken. I have a hunch that board "meeting" was referred to as an "unofficial meeting" because it was not properly called or noticed and they therefore could not have a valid "official" meeting. If it was not an official meeting, they also could not have an official executive session. But, ad I said above, the members who were present were perfectly free to sit down and talk about the organization and their individual thoughts about future club direction and action all they want to, just as you and some other members are free to go to the hotel coffee shop and do the same thing. If it was not an official meeting, no official secrecy can be imposed , but, just like your get together in the coffee shop, neither can any person who was present be compelled to disclose what was talked about. It is the individual prerogative of each person who was present to decide whether and to what extent to disclose what was discussed. They might have a gentleman's agreement not to disclose what was discussed, but it is not binding in the sense that a true executive session would be. Quote Link to comment Share on other sites More sharing options...
Richard Rogers Posted July 9, 2017 at 04:25 PM Author Report Share Posted July 9, 2017 at 04:25 PM 8 minutes ago, Richard Brown said: Questions: Are those the complete minutes from that "meeting" or just an excerpt? That is the official complete minutes from the RS and filed in the archives. I just removed the names and the name of the club. Quote Link to comment Share on other sites More sharing options...
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