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CHANGES TO DRAFT MINUTES

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On 10/24/2017 at 11:41 AM, Richard Brown said:

I completely understand Dan's point, but still have a question: If such action is permissibly taken by a board outside of a meeting by unanimous written consent, should that action be recorded somewhere in the board's minutes?  If so, what minutes and how?   (How and where?)

I would presume that a copy of motion adopted in such a way should be kept somewhere in the secretary's records, but should mention of it be somewhere in the minutes if the minutes are the record of official actions taken (or motions adopted) by the society?

If it's not a meeting then there are no minutes.  As for the record of their decision, if I meet with the other members of the Board and decide on recognizing Alice for her 40 years of membership, do we have to record it?

 

In fact, I would support NOT making a record so during the discipline hearing when they are asked, "By what authority did you decide to spend $1.5 million painting the shed?"  "We decided over emails."  "Is it in the minutes?"  "Well it wasn't really an official meeting."

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4 hours ago, SaintCad said:

If it's not a meeting then there are no minutes.  As for the record of their decision, if I meet with the other members of the Board and decide on recognizing Alice for her 40 years of membership, do we have to record it?

 

In fact, I would support NOT making a record so during the discipline hearing when they are asked, "By what authority did you decide to spend $1.5 million painting the shed?"  "We decided over emails."  "Is it in the minutes?"  "Well it wasn't really an official meeting."

You missed the key part of the discussion with Mr.Honemann.  We were discussing the situation where relevant state law (or, perhaps, a bylaw provision) permits a board to take action in lieu of a meeting by the unanimous written consent of all of the board members.  When they do it that way, it is official board action.  Such a provision is common in state corporation statutes for both non-profit and for-profit corporations.  When that is done, I certainly hope there is a record of it!!

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The closest we can come to anything in RONR which might be relevant to this discussion is the rule providing that, in certain instances, the report of a committee can contain what has been agreed to by every one of its members (RONR, 11th ed., p. 503, ll. 24-28). Such reports, like all others (with a few exceptions), should be in writing and filed with the secretary, who preserves them among his records (RONR, 11th ed., p. 511, ll. 12-19; p. 460, ll. 6-12).

One would hope that, if an organization's bylaws allow board action to be taken by unanimous written consent, those bylaws will also provide that such written consent is to be filed with the minutes of the board.  (But who knows? :))

 

 

 

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