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Submission of Minutes


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When the minutes are submitted for approval to the board, does approval require a simple majority, or unanimous ? (one member objects strenuously to the details of the minutes) Thanks for your advice.......

The approval of the minutes is a special case of unanimous consent. The objecting member should offer a correction while the approval is pending. The proposed correction can be agreed to by unanimous consent, but, if necessary, it can be handled like any other subsidiary motion to Amend. See RONR (11th ed.), pp. 354, 355.

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Thanks, so the minutes remain unapproved until there is unanimous consent.....? Is there a deadline to get the minutes approved....?

As soon as all the proposed corrections have been handled, the presiding officer declares the minutes approved as read or approved as corrected, whichever is the case.

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Thanks, so the minutes remain unapproved until there is unanimous consent.....? Is there a deadline to get the minutes approved....?

Well, keep in mind that the ONLY* way to not consent is to offer a correction. When no more corrections are offered, the chair declares the minutes approved.

(*except for putting them off temporarily, but let's not go down that road at this time)

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Thanks, so the minutes remain unapproved until there is unanimous consent.....? Is there a deadline to get the minutes approved....?

No, the minutes do not remain unapproved.

Mr. Elsman correctly pointed out that the member should not merely "strenuously object" without offering a correction to the minutes which he believes would make them acceptable.

But if that correction should not be acceptable to the other members, then the matter is handled like any other motion to Amend, i.e., the amendment (in this case called a "correction") is agreed to (or not) by a majority vote.

Ultimately, if the minutes as corrected still cannot be agreed to by unanimous consent, then a majority vote on their adoption may be required. But the 11th edition is somewhat less than crystal clear on this point.

Actually, upon re-reading that paragraph, the 11th edition makes clear that no formal vote is required. Thus, the member who strenuously objected, having failed in his attempt to have his correction adopted, even by a majority, has no further standing to object to final approval of the minutes. There is no final vote, even if a formal motion to approve (not recommended) has been made and seconded.

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No, the minutes do not remain unapproved.

Mr. Elsman correctly pointed out that the member should not merely "strenuously object" without offering a correction to the minutes which he believes would make them acceptable.

But if that correction should not be acceptable to the other members, then the matter is handled like any other motion to Amend, i.e., the amendment (in this case called a "correction") is agreed to (or not) by a majority vote.

Ultimately, if the minutes as corrected still cannot be agreed to by unanimous consent, then a majority vote on their adoption may be required. But the 11th edition is somewhat less than crystal clear on this point.

I disagree. No vote is taken on the final approval of the minutes. Take a look at the new elaboration on this topic in RONR (11th ed.), pp. 354, 355.

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Yes the dissenter does offer corrections but the other board members will not agree with them, thats why I was wondering if it required unanimous, and what is the leverage to get the minutes approved, ie how to get beyond the stand-off. (Thanks for your patience on my ques)

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Yes the dissenter does offer corrections but the other board members will not agree with them, thats why I was wondering if it required unanimous, and what is the leverage to get the minutes approved, ie how to get beyond the stand-off. (Thanks for your patience on my ques)

After all his (and others') proposed corrections have been handled (rejected!), the presiding officer simply declares that the minutes stand approved as read, or as corrected, whichever is the case. That's the end of it. No stand-off.

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Yes the dissenter does offer corrections but the other board members will not agree with them, thats why I was wondering if it required unanimous, and what is the leverage to get the minutes approved, ie how to get beyond the stand-off. (Thanks for your patience on my ques)

The impasse is broken by putting to a vote the correction, not the approval of the minutes. The same correction, once decided, cannot be offered again on the same matter.

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Does the secretary or president submit minutes to all the board members prior to the actually Board meeting for their review?

Actually, at this evening's meeting, the secretary handed half of the copies of the minutes to me (the president) and we each gave out some before the meeting began.

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