Guest David Worden Posted December 18, 2014 at 11:55 AM Report Share Posted December 18, 2014 at 11:55 AM My clubs by-laws require that "All acts and decisions of the Board of Directors are subject to the approval of the general membership." At our general membership meetings the President asks for approval of the minutes of the Board of Directors meeting. I suggest that approval of minutes and approval of the acts and decisions are not the same thing. I believe that approval of minutes signifies only that the minutes are a true and accurate reflection of the content of the meeting, not necessarily agreement with the acts and decisions noted in the minutes. Is this correct or a request for approval of MINUTES be taken as approval to ACT? Thank you for your help. Link to comment Share on other sites More sharing options...
Guest David Worden Posted December 18, 2014 at 11:58 AM Report Share Posted December 18, 2014 at 11:58 AM Sorry, the last line should read "Is this correct or CAN a request for approval of MINUTES be taken as approval to ACT?" Link to comment Share on other sites More sharing options...
Gary c Tesser Posted December 18, 2014 at 12:27 PM Report Share Posted December 18, 2014 at 12:27 PM " At our general membership meetings the President asks for approval of the minutes of the Board of Directors meeting. This is wrong. . I suggest that approval of minutes and approval of the acts and decisions are not the same thing. I believe that approval of minutes signifies only that the minutes are a true and accurate reflection of the content of the meeting ... Thank you for your help. This is right. ... not necessarily agreement with the acts and decisions noted in the minutes. It's not only not necessarily agreement with the acts and decisions -- approving the minutes has nothing to do with judging the merits of the acts and decisions. ... "Is this correct or CAN a request for approval of MINUTES be taken as approval to ACT?" Of course it can't. Link to comment Share on other sites More sharing options...
Dan Honemann Posted December 18, 2014 at 12:58 PM Report Share Posted December 18, 2014 at 12:58 PM My clubs by-laws require that "All acts and decisions of the Board of Directors are subject to the approval of the general membership." At our general membership meetings the President asks for approval of the minutes of the Board of Directors meeting. I suggest that approval of minutes and approval of the acts and decisions are not the same thing. I believe that approval of minutes signifies only that the minutes are a true and accurate reflection of the content of the meeting, not necessarily agreement with the acts and decisions noted in the minutes. Is this correct or a request for approval of MINUTES be taken as approval to ACT? Thank you for your help. Based upon what you have posted, it would seem that when your President asks for approval of the minutes of the Board of Directors meeting he is merely seeking approval of the board's actions in an awkward fashion. The board, of course, approves its own minutes, and the membership has nothing to do with that approval. Link to comment Share on other sites More sharing options...
Transpower Posted December 18, 2014 at 02:56 PM Report Share Posted December 18, 2014 at 02:56 PM The original post is somewhat unclear. Ordinarily a board acts between meetings of the assembly; its actions shouldn't have to be ratified by the assembly. Also, the board's minutes should not be confused with the assembly's minutes; the board approves its minutes, and the assembly approves its minutes. Link to comment Share on other sites More sharing options...
Richard Brown Posted December 18, 2014 at 03:36 PM Report Share Posted December 18, 2014 at 03:36 PM The original post is somewhat unclear. Ordinarily a board acts between meetings of the assembly; its actions shouldn't have to be ratified by the assembly. Also, the board's minutes should not be confused with the assembly's minutes; the board approves its minutes, and the assembly approves its minutes.The original post is clear, however, that all actions of the board must be approved by the general membership. Although a bit unusual, such a bylaw provision is not at all unheard of and occurs rather frequently. Link to comment Share on other sites More sharing options...
Gary c Tesser Posted December 18, 2014 at 04:38 PM Report Share Posted December 18, 2014 at 04:38 PM Boy, I hope this morning's performance is not how my RP test will go. Link to comment Share on other sites More sharing options...
Guest Dave Worden Posted December 20, 2014 at 02:10 AM Report Share Posted December 20, 2014 at 02:10 AM Gents, thanks for the responses. Daniel, I would suggest that our President is not asking for approval of the Board's actions in "an awkward fashion" but rather he is misleading the membership asking them to approve minutes, then taking that approval of minutes and using that as the authority to validate acts and decisions. That is the crux of what I'm asking here. This is not a question of who approves/accepts the Board's minutes. I believe that RR allows the approval/acceptance minutes to be done by virtually anyone. I don't believe that anyone not at the meeting should have the right to approve the minutes, but RR does allow that. Again, that's not the issue. There are those that say minutes cannot be approved. They can only be accepted or accepted with revisions if errors are found. Again, not the issue that I'm asking about. The issue is that the by-laws require approval of the Board's acts and decisions before they can be deemed official and actionable. Richard, whether this is unique, unusual or normal is also irrelevant. That's not the issue. The issue is that President asks for approval of minutes, not approval of acts and decisions. I believe that there is certainly more than one "irregularity" going on here, but IF we are going to follow our by-laws I believe strongly that we must stop asking for approval of minutes and begin asking for approval of the Board's acts and decisions. That is the one issue I'd like settled here, unambiguously, so that I take some expert opinion to my Board. My lay opinion has certainly not proved to be of much use.Thanks. Link to comment Share on other sites More sharing options...
Richard Brown Posted December 20, 2014 at 02:35 AM Report Share Posted December 20, 2014 at 02:35 AM The issue is that President asks for approval of minutes, not approval of acts and decisions. I believe that there is certainly more than one "irregularity" going on here, but IF we are going to follow our by-laws I believe strongly that we must stop asking for approval of minutes and begin asking for approval of the Board's acts and decisions. That is the one issue I'd like settled here, unambiguously, so that I take some expert opinion to my Board. My lay opinion has certainly not proved to be of much use.I believe that question has already been answered. Approving minutes is not approval of the actions that the minutes report on. Your president might be under the common misconception that approval of minutes amounts to approval of the action taken. That simply is not so. I want to make two points here: First, each body approves its own minutes. The general membership has no business approving the minutes of board meetings. The board should be approving its own minutes. Second, if your bylaws require that actions of the board be approved by the general membership before they become effective, then the vote of the membership should be taken on the actual motions adopted by the board, either individually or as a group, but not by means of motion to approve the minutes. I do think that it would be permissible for the membership to approve the actions from each board meeting "in globo", meaning by means of one motion to approve all of the actions, similar to a motion to ratify actions taken at an inquorate meeting, rather than separate motions to approve each action separately. Someone can always move to divide the question if they have a problem with one particular action taken by the board. It would also be perfectly proper, and maybe preferable, to approve each board action individually rather than all in one motion. Link to comment Share on other sites More sharing options...
Hieu H. Huynh Posted December 20, 2014 at 02:59 AM Report Share Posted December 20, 2014 at 02:59 AM I believe that approval of minutes signifies only that the minutes are a true and accurate reflection of the content of the meeting, not necessarily agreement with the acts and decisions noted in the minutes. Is this correct... Yes. Link to comment Share on other sites More sharing options...
Guest Nancy N. Posted December 20, 2014 at 11:31 AM Report Share Posted December 20, 2014 at 11:31 AM Yes. However did post 3 miss that? Link to comment Share on other sites More sharing options...
Guest Dave Worden Posted December 20, 2014 at 12:13 PM Report Share Posted December 20, 2014 at 12:13 PM Thanks again. Richard, I thought the question was answered also. However, some side issues were raised in a couple of responses and I'll need clear, concise, focused on one issue only answers if I'm going to make any headway. Hopefully, that's I have now. Link to comment Share on other sites More sharing options...
Dan Honemann Posted December 20, 2014 at 12:18 PM Report Share Posted December 20, 2014 at 12:18 PM I believe that RR allows the approval/acceptance minutes to be done by virtually anyone. I don't believe that anyone not at the meeting should have the right to approve the minutes, but RR does allow that. Again, that's not the issue. Well, I'm glad this isn't the issue, because this appears to be a bit confused. Link to comment Share on other sites More sharing options...
Guest Nancy N. Posted December 20, 2014 at 01:23 PM Report Share Posted December 20, 2014 at 01:23 PM Well, I'm glad this isn't the issue, because this appears to be a bit confused. I was hesitant to tap this one, because we were getting perilously close to unjustifiably getting to the "hot topic" tipping point. Link to comment Share on other sites More sharing options...
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