Membership meeting Minutes

[Guest Andrea]

Hi there,

 We are a membership organization of approximately 1000 people. We have 2 General Membership meetings a year, and one Annual General Meeting. We always have quorum for the AGM.

However, we do not get quorum for the other two meetings, and haven't since June 2014. We do take informal minutes of these meetings. My question: do we need to approve the June 2014 meeting minutes still, which were the last to have quorum at a General Membership meeting, and/or do we have to approve the casual meeting notes from June 2014, November 2014, June 2015, November 2015, June 2016, November 2016? We treat the AGM separately, and those minutes are approved annually in February. 

Thank you for any advice. Andrea.

[Richard Brown]

The minutes of all of your meetings, regardless of whether a quorum was present , should be approved at a properly called or scheduled meeting at which a quorum is present. The minutes of a meeting at which a quorum was not present will normally be very short as presumably no substantive business was conducted. If the meeting was held, even if it was quickly adjourned due to the absence of a quorum, there should still be minutes of the meeting reflecting that fact. 

Since there is more more than a quarterly time interval between meetings, rather than approving the minutes at the next or some future meeting months away, the board should be authorized or a committee appointed, prior to adjournment, to approve the minutes as suggested in RONR. Such a provision can be added to your bylaws so it is not necessary to make such a motion at every meeting.

You might also consider amending your bylaws to lower the quorum requirement for your membership meetings.

Edited August 2, 2017 at 07:00 PM by Richard Brown
Added to second paragraph

[Guest Andrea]

Thank you for your input, Richard!

[Gary Novosielski]

On 8/2/2017 at 2:57 PM, Richard Brown said:

Since there is more more than a quarterly time interval between meetings, rather than approving the minutes at the next or some future meeting months away, the board should be authorized or a committee appointed, prior to adjournment, to approve the minutes as suggested in RONR. Such a provision can be added to your bylaws so it is not necessary to make such a motion at every meeting.

In this particular case, adding it to the bylaws would be vastly preferable, since neither appointing committees nor authorizing the board are actions that are allowed without a quorum.