Minutes taken by appointed member

[Bill S]

At a club meeting, the secretary was absent. A member was appointed to take the minutes. During the meeting, it was announced that the secretary had submitted their resignation. A motion was adopted to accept the resignation. An election was held. I was elected to fill the remainder of the term of office of secretary. The by-laws state that "New officers will assume office the following day." The person appointed to take the minutes continued to take the minutes for the remainder of the meeting. That person has provided me a copy of the minutes of the meeting.

Question

1. Who signs the minutes?

2. I attended the meeting and feel that some changes need to me made to the minutes that were provided. Am I allowed to do that?

[tctheatc]

the person preparing them should sign them. you can suggest amendments when the minutes are up for approval.

[Tim Wynn]

At a club meeting, the secretary was absent. A member was appointed to take the minutes. During the meeting, it was announced that the secretary had submitted their resignation. A motion was adopted to accept the resignation. An election was held. I was elected to fill the remainder of the term of office of secretary. The by-laws state that "New officers will assume office the following day." The person appointed to take the minutes continued to take the minutes for the remainder of the meeting. That person has provided me a copy of the minutes of the meeting.

Question

1. Who signs the minutes?

2. I attended the meeting and feel that some changes need to me made to the minutes that were provided. Am I allowed to do that?

Notice is required for an election to fill a vacancy in office, unless the bylaws provide otherwise. So, it's likely that you're not the secretary. Maybe next meeting you will be.

[Bill S]

Tim, the by-laws state, "If an officer becomes unable or ineligible to complete the term of office, a special election shall be held at the next regular meeting to fill the remaining term of office." That is what was done.

Looks like I am the secretary.

[Rev Ed]

It does not matter who takes the Minutes - any member of the group may suggest changes when the Minutes come up for approval.

[Tim Wynn]

Tim, the by-laws state, "If an officer becomes unable or ineligible to complete the term of office, a special election shall be held at the next regular meeting to fill the remaining term of office." That is what was done.

Looks like I am the secretary.

I wish I could concur. Even if the bylaw is decided to apply to a resignation, the vacancy was created when the resignation was accepted, so the NEXT meeting wouldn't be that same meeting.

The good news is that there probably won't be any protest from any members, and the intention of the bylaw was probably served.

[Bruce Lages]

Tim, the by-laws state, "If an officer becomes unable or ineligible to complete the term of office, a special election shall be held at the next regular meeting to fill the remaining term of office." That is what was done

No , that is not what was done. Refer back to your original post:

During the meeting, it was announced that the secretary had submitted their resignation. A motion was adopted to accept the resignation. An election was held. I was elected to fill the remainder of the term of office of secretary.

You accepted the resignation of the then secretary and held an election for a new secretary at the same meeting. The secretary position became vacant only when you all accepted the resignation. So by your own bylaws, you can't fill that vacancy until the 'next regular meeting'.

[tctheatc]

Unless Bill's group decides/decided that "next regular meeting" means the very next meeting after the resignation is submitted.

I thought we weren't supposed to interpret bylaws here....

[Bruce Lages]

Granted that almost any bylaw statement can be viewed as open to interpretation, but I think it is solidly within the bounds of RONR to state that a resignation is not effective until it is accepted by the appropriate body, and that a vacancy does not exist until a resignation has become effective.

[tctheatc]

It was a joke, Bruce.

[Bill S]

As noted in the original post, it was announced that the resignation had been submitted. "Had" meaning prior to the meeting. Therefore, the election was held at the next regular meeting.

Based on numerous posts on this site, it was clear that the resignation had to be "formally accepted" by a motion from the membership. That was done.

As is also clear based on numerous posts, interpretation of by-laws is the prerogative of the membership. The membership made the interpretation that the next regular meeting was the meeting where the resignation was accepted. As Tim stated, the intention of the by-law was served and the membership is happy. At least until I start submitting minutes and handling correspondence.

Of course none if this discussion has anything to do with my question concerning who signs the minutes and the questions about corrections to the minutes; however I do like seeing everyone's opinions.

[Josh Martin]

Granted that almost any bylaw statement can be viewed as open to interpretation, but I think it is solidly within the bounds of RONR to state that a resignation is not effective until it is accepted by the appropriate body, and that a vacancy does not exist until a resignation has become effective.

Yes, but the Bylaws do not use the term "vacancy," but rather use the ambiguous phrase "If an officer becomes unable or ineligible to complete the term of office..." I can certainly see how members could interpret the submission of the resignation as the time at which the officer "became unable... to complete the term of office."

[David A Foulkes]

IMO - The fact that the bylaws address the circumstance of an officer being unable or ineligible to serve does not remove the ability of that officer to resign. It seems then in such case, without any bylaw addressing this (vacancy due to resignation), the procedures as noted in RONR would apply. Therefore, the resignation would not be final, and the vacancy not created, until approved at a meeting, and since notice is required to fill such a vacancy, it could not be filled at the same meeting at which the resignation was accepted.

[Josh Martin]

IMO - The fact that the bylaws address the circumstance of an officer being unable or ineligible to serve does not remove the ability of that officer to resign.

I wasn't aware anyone was suggesting otherwise.

It seems then in such case, without any bylaw addressing this (vacancy due to resignation), the procedures as noted in RONR would apply. Therefore, the resignation would not be final, and the vacancy not created, until approved at a meeting, and since notice is required to fill such a vacancy, it could not be filled at the same meeting at which the resignation was accepted.

This is certainly a possible interpretation. The interpretation of the assembly, it appears, is that while the resignation is not final until accepted by the assembly, the time at which the member becomes "unable... to complete the term of office" is the time at which the resignation had been submitted. Therefore, per the rule in the Bylaws, the vacancy may be filled at the meeting following the submission of the resignation.

I do not dispute the rules of RONR, however, it is up to the assembly to interpret the odd language in its Bylaws. I am not intending to advocate for either interpretation, but I can see the logic in both.

[David A Foulkes]

I think there is a difference between unable and unwilling, depending of course on the reason for the resignation. Should the resignation be offered due to health issues that prevent the secretary from fulfilling those duties, that's one thing. Just because this officer does not want to continue in the position does not mean they are unable (or ineligible).

[Josh Martin]

I think there is a difference between unable and unwilling, depending of course on the reason for the resignation. Should the resignation be offered due to health issues that prevent the secretary from fulfilling those duties, that's one thing. Just because this officer does not want to continue in the position does not mean they are unable (or ineligible).

Okay. But again, these are questions of interpretation that are beyond the scope of RONR and this forum, and are for the assembly to decide.

[David A Foulkes]

Of course none if this discussion has anything to do with my question concerning who signs the minutes and the questions about corrections to the minutes; however I do like seeing everyone's opinions.

Post #'s 2 and 5 do address your questions, although to be accurate, corrections (not amendments) to the minutes are offered.

[Shmuel Gerber]

Post #'s 2 and 5 do address your questions, although to be accurate, corrections (not amendments) to the minutes are offered.

Same thing. See RONR (10th ed.), tinted p. 36, #46. In other words, a correction can be offered either informally, or formally as an amendment.

[David A Foulkes]

Same thing. See RONR (10th ed.), tinted p. 36, #46. In other words, a correction can be offered either informally, or formally as an amendment.

Ha! Every day. Thanks.

[Guest Guest]

What if no member is willing to fill secretary's office?

[Guest Edgar]

What if no member is willing to fill secretary's office?

Then you all get to go home early.

Or post your question as a new topic.