Minutes with all new members

[Guest Patti Pinto]

As of December 31st all of the members at our last meeting have retired and starting January 1 all new members assume their positions.  How do we approve the minutes from the last meeting of 2017?

[Josh Martin]

41 minutes ago, Guest Patti Pinto said:

As of December 31st all of the members at our last meeting have retired and starting January 1 all new members assume their positions.  How do we approve the minutes from the last meeting of 2017?

The same way as always. The chair asks if there are any corrections, and after any corrections are dealt with, he declares the minutes approved. If a correction is offered and there is disagreement, the members are free to vote.

In the future, it would be prudent to authorize a special committee to approve the minutes if there will be a periodic change in membership before the next meeting.

[Weldon Merritt]

3 hours ago, Josh Martin said:

The same way as always. The chair asks if there are any corrections, and after any corrections are dealt with, he declares the minutes approved. If a correction is offered and there is disagreement, the members are free to vote.

In the future, it would be prudent to authorize a special committee to approve the minutes if there will be a periodic change in membership before the next meeting.

Josh, I agree with your answer, but I wonder if in a circumstance like this, it would be permissible for the assembly to now appoint a minutes approval committee consisting of some of those who previously were members, to approve the minutes. Assuming that they are available and willing to sereve, that seems preferable to having the minutes approved by all new members who may have no idea whethee they are accurate.

This isn't a question of whether the new members can approve the minues. Certainly theyt can; but it may not be the best way to ensure they are accurate.

[Joshua Katz]

4 minutes ago, Weldon Merritt said:

Josh, I agree with your answer, but I wonder if in a circumstance like this, it would be permissible for the assembly to now appoint a minutes approval committee consisting of some of those who previously were members, to approve the minutes. Assuming that they are available and willing to sereve, that seems preferable to having the minutes approved by all new members who may have no idea whethee they are accurate.

 

I'm just guessing, but this sounds like a board.  If so, doesn't the answer here depend on whether or not the bylaws allow the board to delegate its powers?

[Josh Martin]

35 minutes ago, Weldon Merritt said:

Josh, I agree with your answer, but I wonder if in a circumstance like this, it would be permissible for the assembly to now appoint a minutes approval committee consisting of some of those who previously were members, to approve the minutes.

I see no reason why not.

30 minutes ago, Joshua Katz said:

I'm just guessing, but this sounds like a board.  If so, doesn't the answer here depend on whether or not the bylaws allow the board to delegate its powers?

I don’t think so. Minutes approval is an intrinsic power of any assembly, not a power granted by the organization’s bylaws. Additionally, RONR specifically provides for (and recommends) minutes approval committee’s in certain cases.

[Joshua Katz]

3 hours ago, Josh Martin said:

Minutes approval is an intrinsic power of any assembly, not a power granted by the organization’s bylaws.

Are all intrinsic powers delegatable?

[J. J.]

12 hours ago, Joshua Katz said:

Are all intrinsic powers delegatable?

I hate saying "all," but, at least some intrinsic powers can be delegated.  An assembly can delegate a trial on a member to a committee.

 

[jstackpo]

Could we have a definition of "intrinsic powers"  (I don't think -- without looking -- that "intrinsic" is in the book) as distinct from "basic" or "fundamental" (which are both used if not specifically defined).

[J. J.]

3 minutes ago, jstackpo said:

Could we have a definition of "intrinsic powers"  (I don't think -- without looking -- that "intrinsic" is in the book) as distinct from "basic" or "fundamental" (which are both used if not specifically defined).

 

I would use the word "cameral," or "some related to an assembly as an assembly."  The ability to spend funds, for example, does not relate to the assembly, as an assembly.  A question of privilege to increase the heat in the meeting hall relates to the assembly as an assembly, and would be a "cameral" or intrinsic ability (even though turning up the heat may cost the organization some money). 

 

Make sense? 

[Gary Novosielski]

On 1/2/2018 at 6:29 PM, Josh Martin said:

I see no reason why not.

I don’t think so. Minutes approval is an intrinsic power of any assembly, not a power granted by the organization’s bylaws. Additionally, RONR specifically provides for (and recommends) minutes approval committee’s in certain cases.

Yes, but RONR also specifically provides that boards may not delegate their powers, in contrast to other types of assembly.  I've got no problem with the board appointing a committee to assemble a draft of the minutes, if they think it would produce a better result than they could do themselves, just as long as it comes back to the board for approval.

Edited January 3, 2018 at 11:44 PM by Gary Novosielski

[George Mervosh]

18 hours ago, Gary Novosielski said:

Yes, but RONR also specifically provides that boards may not delegate their powers, in contrast to other types of assembly.  I've got no problem with the board appointing a committee to assemble a draft of the minutes, if they think it would produce a better result than they could do themselves, just as long as it comes back to the board for approval.

Why can't an outgoing board form a minutes approval committee to formally approve the minutes without having to bring it back to the next group of members to approve them?

Edited January 4, 2018 at 06:10 PM by George Mervosh

[Gary Novosielski]

3 hours ago, George Mervosh said:

Why can't an outgoing board form a minutes approval committee to formally approve the minutes without having to bring it back to the next group of members to approve them?

Because of the following language.  The board could appoint the committee, but not empower it to act independently.  The committee would report its recommended draft to the board,  and the board (as then constituted) would approve (or correct) it.   At least that's how I read it:

Quote

As a general principle, a board cannot delegate its authority—that is, it cannot empower a subordinate group to act independently in its name—except as may be authorized by the bylaws (of the society) or other instrument under which the board is constituted; but any board can appoint committees to work under its supervision or according to its specific instructions. Such committees of the board always report to the board.

(emphasis in original)

 

[Joshua Katz]

37 minutes ago, Gary Novosielski said:

Because of the following language.  The board could appoint the committee, but not empower it to act independently.  The committee would report its recommended draft to the board,  and the board (as then constituted) would approve (or correct) it.   At least that's how I read it:

Quote

I tentatively agree.

[George Mervosh]

1 minute ago, Joshua Katz said:

I tentatively agree.

I don't.

[Joshua Katz]

2 minutes ago, George Mervosh said:

I don't.

I will add that the answer given, although it seems right to me, feels wrong to me.  I would like to see a fleshed-out argument for why it's wrong, perhaps incorporating Mr. Martin's references to intrinsic powers.

[Josh Martin]

3 hours ago, Gary Novosielski said:

Because of the following language.  The board could appoint the committee, but not empower it to act independently.  The committee would report its recommended draft to the board,  and the board (as then constituted) would approve (or correct) it.   At least that's how I read it:

Regarding approving minutes when there will be a partial or periodic change in membership, RONR says the following:

”When the next regular business session will not be held within a quarterly time interval (see pp. 89–90), and the session does not last longer than one day, or in an organization in which there will be a change or replacement of a portion of the membership, the executive board or a committee appointed for the purpose should be authorized to approve the minutes. The fact that the minutes are not then read for approval at the next meeting does not prevent a member from having a relevant excerpt read for information; nor does it prevent the assembly in such a case from making additional corrections, treating the minutes as having been previously approved (see third paragraph below).” (RONR, 11th ed., pgs. 474-475)

There is no mention of a board needing to approve such a committee’s minutes. If this is a requirement, it seems odd that it is not mentioned here, since the “partial or periodic change” rule would most commonly apply to a board.

2 hours ago, Joshua Katz said:

I will add that the answer given, although it seems right to me, feels wrong to me.  I would like to see a fleshed-out argument for why it's wrong, perhaps incorporating Mr. Martin's references to intrinsic powers.

A subordinate board cannot generally delegate its powers unless authorized to do so because the board’s powers are not its own, but are delegated to it by the society. A delegated power cannot be delegated again unless so authorized.

The board’s authority to approve its own minutes, however, is not a power delegated to it by the society, but a power intrinsic to all assemblies. Similarly, the board could delegate to its chairman the power to appoint committee members.

Edited January 5, 2018 at 12:27 AM by Josh Martin

[Joshua Katz]

3 hours ago, Josh Martin said:

the executive board or a committee appointed for the purpose should be authorized to approve the minutes.

This seems to me to say the opposite of what you're claiming.  It says that authorization is needed, which puts us right back at - who is permitted to give such authorization?

3 hours ago, Josh Martin said:

The board’s authority to approve its own minutes, however, is not a power delegated to it by the society, but a power intrinsic to all assemblies. Similarly, the board could delegate to its chairman the power to appoint committee members.

This makes more sense to me.  However, a hypothetical or two: could a board, which the bylaws do not grant any power to delegate, authorize someone (anyone, it doesn't matter) to decide when its meetings are adjourned?  Certainly the power to adjourn a meeting is an intrinsic power by this definition.  How about authorizing the chair to decide when a motion should be referred to committee?

[Josh Martin]

11 hours ago, Joshua Katz said:

This seems to me to say the opposite of what you're claiming.  It says that authorization is needed, which puts us right back at - who is permitted to give such authorization?

The assembly which is meeting.

11 hours ago, Joshua Katz said:

This makes more sense to me.  However, a hypothetical or two: could a board, which the bylaws do not grant any power to delegate, authorize someone (anyone, it doesn't matter) to decide when its meetings are adjourned?  Certainly the power to adjourn a meeting is an intrinsic power by this definition.  How about authorizing the chair to decide when a motion should be referred to committee?

I think the board could adopt a motion authorizing someone to decide when a particular meeting adjourned. Adopting a rule authorizing the chair to decide when all meetings are adjourned, or authorizing the chair to decide when all motions are referred to committees, would seem to be special rules of order, and that would conflict with this rule:

“The executive board of an organized society operates under the society's bylaws, the society's parliamentary authority, and any special rules of order or standing rules of the society which may be applicable to it. Such a board may adopt its own special rules of order or standing rules only to the extent that such rules do not conflict with any of the rules of the society listed above.” (RONR, 11th ed., pg. 486)

[Joshua Katz]

5 minutes ago, Josh Martin said:

I think the board could adopt a motion authorizing someone to decide when a particular meeting adjourned. Adopting a rule authorizing the chair to decide when all meetings are adjourned, or authorizing the chair to decide when all motions are referred to committees, would seem to be special rules of order, and that would conflict with this rule:

 

I think adjourning a particular meeting is probably enough to make this work for me.  Thanks.

[Rev Ed]

On 1/2/2018 at 1:59 PM, Josh Martin said:

In the future, it would be prudent to authorize a special committee to approve the minutes if there will be a periodic change in membership before the next meeting.

Unless the entire membership is likely to be replaced, there should be some members who remember what happened at the meeting.

The other option, if the entire membership is replaced, as in the case above, the new members could simply invite the old members to the meeting and discuss the Minutes with them.  Once they are happy with the Minutes, the new members can officially approve the Minutes and the old members can depart the meeting (unless the meeting is open to non-members.)