Motion to Accept Minutes/Adoption of Motions Within

[RebeccaW]

Our Board Meeting (held by the elected officers in accordance with our Bylaws) minutes and our General Membership Meeting minutes are read at our monthly General Membership meeting and a motion is made to "accept the minutes as read" or as corrected, seconded, and voted upon.

When the Board Meeting minutes contain one or more motions, does the approval by the General Membership to 'accept the minutes as read' constitute passing of the motions contained therein? If not, when should a motion that was made and passed by the Board, be addressed during the meeting? Unfinished business? New Business?

Our bylaws do state that the General Membership is the final and ruling authority in all matters so they do have the right to disagree or take a different action than that passed by the Board.

If possible, please cite the page #'s.

Thanks so much in advance.

[Larry Cisar]

You adopt the minutes of your assembly's meeting by the chair saying, "If there are no more corrections, the minutes stand adopted", or the like. (Well, if no corrections were given, "If there are no corrections, the minutes stand adopted.") You don't take a vote.

I do not understand why you are approving the minutes of the board at the General Meeting.

[hmtcastle]

You adopt the minutes of your assembly's meeting by the chair saying, "If there are no more corrections, the minutes stand adopted", or the like. (Well, if no corrections were given, "If there are no corrections, the minutes stand adopted.") You don't take a vote.

But substitute "are approved" for "stand adopted".

[RebeccaW]

I guess you could say....This is the way it's always been done, right or wrong.

Our Bylaws read: "The government and management, unless otherwise provided by the Post Constitution and Bylaws, of this Post is to be entrusted to an Executive Committee, however, the final and ruling voice of authority in all management affairs pertaining to this Post shall be the general membership. No committee or officer shall at any time, overrule the majority vote of the general membership."

Because of this, decisions made by the Board (Executive Committee) are not final until approved by the membership. Our bylaws also require that "Executive Committee Minutes will be read to the General Membership, as may be pertinant." When the Board deals with a members misconduct, those items are NOT presented to the General Membership within the minutes as they deal with an individuals character. All other motions made are presented within the minutes.

I understand now from reading this message board, that we should not have been voting on the minutes, but rather adopting the minutes and that will be corrected at future meetings. However, we have Board minutes that were voted on to "accept as read" in the past. We also have members who believe that by doing this they also voted on the motions contained therein. It is my understanding that they were voting that the minutes were an accurate reflection of what occurred at the meeting not on the motions that took place in the meeting.

I have read on this forum that voting on the minutes does not constitute voting on the motions contained in those minutes and was just looking for the page reference in RONR that substantiates that. See this thread:

I also wanted to know, that if the minute do contain a motion that the General Membership does not agree with, when is it brought to the floor for discussion. Let's say just for example that the Board votes to buy two flat screen TV's to be placed in the Post Canteen for the cost of $1400.00 and a motion to do such is in their minutes that are read to the General Membership for adoption. Suppose the majority of our membership does not agree with our expending these funds at this time. When would that be brought up on the floor at the General Membership Meeting.

I hope I haven't confused the issue too much. Basically looking for references in RONR that supports the fact that voting on(and in the future adopting) the minutes does not constitute voting on the motions in the minutes.

[hmtcastle]

Because of this, decisions made by the Board (Executive Committee) are not final until approved by the membership.

That's an incorrect interpretation of your bylaws (as cited).

Our bylaws also require that "Executive Committee Minutes will be read to the General Membership, as may be pertinant."

That doesn't mean that executive committee minutes need to be approved by the general membership. They should be approved by the board.

I understand now from reading this message board, that we should not have been voting on the minutes, but rather adopting the minutes and that will be corrected at future meetings.

Minutes are approved, not adopted, and it's a lot easier to correct them prior to approval than after.

I also wanted to know, that if the minute do contain a motion that the General Membership does not agree with, when is it brought to the floor for discussion.

A defeated motion can be renewed (made again as if never made) by any member at any subsequent meeting. An adopted motion can often be rescinded (or otherwise amended) by any member at any subsequent meeting. These motions would typically be made under "New Business".

See also Official Interpretations 2006-12 and 2006-13.

[Trina]

...

Basically looking for references in RONR that supports the fact that voting on(and in the future adopting) the minutes does not constitute voting on the motions in the minutes.

You won't find a direct statement of that fact, since it seems self-evident from the definition of 'the minutes' in RONR:

'The record of the proceedings of a deliberative assembly is usually called the minutes... they should contain mainly a record of what was done at the meeting...' (RONR p. 451)

In the description of the approval of the minutes (RONR p. 343), the only possible grounds of contention that are mentioned are a potential 'dispute over the accuracy or propriety of something in the minutes.' (emphasis added)

Thus, approval of the minutes is merely an agreement that the record of what was done is accurate.

Suppose, for example, that the assembly arrives at the meeting hall and finds that a tree has fallen on the roof. They stand outside on the steps, and adjourn the meeting to a different location. The minutes would include some reference to this difficulty, and how it was handled by the assembly. Common sense tells you that approving those minutes at a subsequent meeting does not mean that the assembly is somehow voting to approve of the fallen tree. Conversely, refusing to approve those minutes doesn't erase or change anything that actually happened (the roof still needs repair, and the meeting still took place in the alternate location, no matter how much you may dislike those facts).

[George Mervosh]

I feel bad for Trina. Every morning she has to come by and clean up the mess we left her from the day before......[sigh]

[RebeccaW]

Thank you all for your assistance, and you've helped me tremendously. The manner in which minutes are read and "APPROVED" is going to change next meeting. My trusty RONR will be by my side and excerpts from it will be available to our members so they understand. And you can bet I'll be appointing a new bylaw committee quite soon to review and clarify a few areas that are more than gray in our bylaws. We've obviously had a situation where some believes by their voting to accept the minutes as read (which will now be changed to approved or approved as corrected without the vote)that they voted on a motion that was contained in the board meeting minutes. Unfortunately those higher up (District), agreed with them. Love the tree analogy. I used a similar one in my attempts to explain to District how he, in his ruling that they did vote on the motion was wrong. I told him, that if the Executive Committee (our board) voted to paint our building purple and voted 7-3 in favor of doing so, that just because the minutes were read at the membership and approved as read that does not mean they are approving to paint our building purple. The issue on the paint can be brought to the floor by the General Membership and they can vote to paint it any color they choose and the board will not have the authority to paint it purple after the membership votes otherwise. As already stated in a previous post, the General Membership is our final and ruling authority.

Now it was said on here that the General Membership does not approve our board minutes. Can someone direct me to that section of RONR, because that too will be a point of contention when the minutes are read, but not approved by the General Membership. Long standing habits, even if wrong, are going to be hard to break.

Thanks again everyone.

[hmtcastle]

Now it was said on here that the General Membership does not approve our board minutes. Can someone direct me to that section of RONR, because that too will be a point of contention when the minutes are read, but not approved by the General Membership.

See pp.456-458.

Generally, the body that meets is the body that approves the minutes. The board approves board meeting minutes; the general membership approves general membership meeting minutes.

The exception is when the next regular meeting will not be held "within a quarterly time interval" (about three months to you and me). In that case, a body that will meet sooner (e.g. the board or a special committee) should be authorized to approve the minutes. As it is unlikely that the general membership will meet more frequently than a board, it is unlikely that the general membership would approve the minutes of a board meeting though, technically speaking, I don't think there's any prohibition against it. But stay tuned on that one.

[RebeccaW]

Thank you, this group here is the greatest.

[Bruce Lages]

See pp.456-458.

As it is unlikely that the general membership will meet more frequently than a board, it is unlikely that the general membership would approve the minutes of a board meeting though, technically speaking, I don't think there's any prohibition against it. But stay tuned on that one.

While RONR may not explicitly prohibit the general membership from approving the minutes of a board meeting, I'm fairly certain that the intent behind having the board or a special committee approve the minutes of less-than-quarterly interval meetings is that the board or special committee will consist of (at least some) members who were present at the meeting. That would be much less likely with the general membership approving board meeting minutes.

[Guest Anonymous]

Perfect timng of this post as I am in a similar situation with a slight twist.  This is with regard to approving the minutes:

 

What happens if the minute taker submits minutes and the president directs them to change a statement someone read during the meeting? **to add words the speaker did NOT say**  I underetand that Roberts rule states only to note actions and decisions, not discussion for this very reason.  However, it has already taken place. 

 

Second, what happens if the general membership does "not approve the minutes as read"?  In this example, if the president adds the wording to the person's statement, and there is objection from the person because who read their statement becuase is not what they said, what happens?  Does a vote take place? Do minutes need unanimous consent or just majority vote?

 

Please help!  Thank you, everyone has been a wealth of knowledge.

[Dan Honemann]

To correct minutes while they are pending for approval requires a majority vote (if not agreed to by unanimous consent). Once all proposed corrections have been acted on, the chair simply declares the minutes approved (or approved as corrected). No vote is taken on their final approval, since the only way to object to approval of the minutes is to offer a correction. 

[jstackpo]

"Perfect Timing"???  You are five years late! 

 

Please start a new Topic with you up-to-date-question.

 

Or remain content with Fast-Typing-Dan's response.