Minutes approval at special meeting

[David A Foulkes]

A society is a summer camp, open from June to September. It includes both a general membership and a Board. Membership meetings are held twice a year, June and September. Board meetings typically held every month from June to September inclusive. The Board is authorized to approve the membership meeting minutes for the September meeting.

For approval of minutes from both of the September meetings, since the next meeting for both bodies will be beyond a quarterly time interval, my thinking is that a special meeting (authorized in the bylaws) would need to be held for the sole purpose of such approval for both bodies. Would then the minutes of that special meeting be (or assumed to be) approved by that meeting, in the sense of p. 96 ll. 14-17 for executive session minutes?

[jstackpo]

Far simpler for each body, independently, to just establish and appoint a "Minutes Approval Committee" tasked and authorized to correct as necessary and approve the minutes of the body in question. They can report the minutes (no further approval needed) at the next meeting of the bodies in question some 9 months later.

And if the committee really screws up, good old "Amend Something Previously Adopted" is waiting in the wings.

[Robert B Fish]

...and if your organization uses a consent calendar (page 361), you could just include a simple motion like, "that a committee consisting of the president, vice-president, and the chairman of the rules committee be authorized to correct and approve the minutes of this meeting of the society."

You will be amazed how much time is actually saved by using this!

-Bob

[Tim Wynn]

A society is a summer camp, open from June to September. It includes both a general membership and a Board. Membership meetings are held twice a year, June and September. Board meetings typically held every month from June to September inclusive. The Board is authorized to approve the membership meeting minutes for the September meeting.

For approval of minutes from both of the September meetings, since the next meeting for both bodies will be beyond a quarterly time interval, my thinking is that a special meeting (authorized in the bylaws) would need to be held for the sole purpose of such approval for both bodies. Would then the minutes of that special meeting be (or assumed to be) approved by that meeting, in the sense of p. 96 ll. 14-17 for executive session minutes?

Each body could appoint a committee to approve the minutes, which seems a better option.

[David A Foulkes]

Each body could appoint a committee to approve the minutes, which seems a better option.

What about appointing the board as a committee to approve both? Board members are all members of the society, and thus instead of having two committees meeting independently (two meetings), one committee could take care of both approvals at one meeting? Is there a particular reason why there should be two independent committees?

[jstackpo]

From what you said earlier, your Board doesn't meet after September for some 9 months.

So it seems you will still have at least one additional meeting of somebody or something to approve that last (September) Board meeting minutes.

Furthrmore, I don't see how the assembly could properly establish a committee to approve the Boards minutes and vice versa.

[Guest Edgar]

A society is a summer camp, open from June to September.

Really? The society is a camp? The society "opens" in June and "closes" in September?

[David A Foulkes]

Really? The society is a camp? The society "opens" in June and "closes" in September?

It always helps me to appreciate your posts when you include a Wikipedia reference or YouTube link.

[Tim Wynn]

What about appointing the board as a committee to approve both? Board members are all members of the society, and thus instead of having two committees meeting independently (two meetings), one committee could take care of both approvals at one meeting? Is there a particular reason why there should be two independent committees?

1. It sounds like the members are going to disperse and go back to their own lives after the September meeting, so I'd recommend using committees, which inherently have more flexibility to act through correspondence.

2. The board should be allowed to decide how to approve its own minutes, in my opinion.

3. When you talk about appointing a board as a committee, you're talking about appointing each member of the board, which each member can decline. So, you can't force a board to be on a committee, the way the assembly could compel the board to approve minutes.

4. Serving on a committee to approve minutes is a specialized task, in which some will delight and others will abhor, so I wouldn't force it on a board that wasn't going to be meeting otherwise.

5. If the regular board meeting is held after the last meeting of the assembly of the organization, that might be a good opportunity to approve those minutes, but I wouldn't want to create a special board meeting just for that purpose. I can hear the eyes rolling.

[Weldon Merritt]

I don't see how the assembly could properly establish a committee to approve the Boards minutes and vice versa.

Neither do I. But it would be possible for both to appoint the same members to the committee that each establises, and while they technically would be separate commitees, they could meet amd approve both sets in back-t0-back meetings..

[Tim Wynn]

I'm certainly NOT condoning it, but the assembly could adopt a rule that the board minutes are to be approved by a committee to be appointed by the assembly.

[Dan Honemann]

I'm certainly NOT condoning it, but the assembly could adopt a rule that the board minutes are to be approved by a committee to be appointed by the assembly.

I do not think that the membership's assembly has the right to control approval of the Board's minutes.

[Tim Wynn]

I do not think that the membership's assembly has the right to control approval of the Board's minutes.

It has already controlled approval of board minutes if it adopts RONR, and it can adopt a special rule of order that will be binding on the board. Am I off base here? Are there grounds for ruling such a proposed special rule of order out of order?

[George Mervosh]

It has already controlled approval of board minutes if it adopts RONR, and it can adopt a special rule of order that will be binding on the board. Am I off base here? Are there grounds for ruling such a proposed special rule of order out of order?

Could you explain what you mean by that? (not rhetorical)

[Tim Wynn]

Could you explain what you mean by that? (not rhetorical)

The board approves its minutes in accordance with the rules adopted by the organization.

[Dan Honemann]

The board approves its minutes in accordance with the rules adopted by the organization.

But it's the board, and no one else, that does the approving.

[George Mervosh]

But it's the board, and no one else, that does the approving.

I hate not having the 11th on CD but assuming the rule hasn't changed, Dan, it used to say:

"Article VI: Executive Board (or Board of Directors). As explained on pages 464-66, all but the smallest societies usually find it advisable to establish a board whose members are the officers of the society, such a body being entrusted with administrative authority and responsibility to a degree that varies with the organization. If there is to be such a board, sections of this article should:

• specify the board's composition;

• delineate the powers of the board; and

• set forth any special rules by which the board is to conduct its business, such as when and how often it is to meet, its quorum, and the like." RONR, 10th, p. 559

Respectfully, I agree with Tim that it could adopt such a special rule based upon this. Whether it's wise to or not is another matter.

[Tim Wynn]

But it's the board, and no one else, that does the approving.

So say the rules... until the assembly (unadvisedly) changes them.

[David A Foulkes]

It seems we may be getting sidetracked here just a bit. The question is not about the board (or any other group) approving the board minutes or delegating such authority, but of approving the membership minutes. I am sans livre regrettably, but (somewhere around p. 486? in the Minutes chapter) RONR does say (and I am not quoting) that when the next regular (membership) meeting will be held beyond a quarterly interval, the executive board or a committee appointed for such purpose should be authorized to approve the minutes of the previous (membership) meeting.

So, if the board is so authorized, and the last meetings of each assembly in September are in the order of Board first then general membership, in order for the board to approve the membership minutes (and of course its own), it would need (I think) to call a special meeting to do so. Question is, as originally posted, --- well.... it's right there in the last sentence of post #1.

[Tim Wynn]

It seems we may be getting sidetracked here just a bit. The question is not about the board (or any other group) approving the board minutes or delegating such authority, but of approving the membership minutes. I am sans livre regrettably, but (somewhere around p. 486? in the Minutes chapter) RONR does say (and I am not quoting) that when the next regular (membership) meeting will be held beyond a quarterly interval, the executive board or a committee appointed for such purpose should be authorized to approve the minutes of the previous (membership) meeting.

So, if the board is so authorized, and the last meetings of each assembly in September are in the order of Board first then general membership, in order for the board to approve the membership minutes (and of course its own), it would need (I think) to call a special meeting to do so. Question is, as originally posted, --- well.... it's right there in the last sentence of post #1.

If the sole purpose of the special meeting is to approve minutes, there is no need to have another special meeting just to approve the minutes of that meeting.

[Dan Honemann]

So say the rules... until the assembly (unadvisedly) changes them.

If some entity other than the board (or one appointed and controlled by the board) corrects and approves minutes, the minutes so approved are not the board's minutes. This is simply a matter of fact.

[Tim Wynn]

If some entity other than the board (or one appointed and controlled by the board) corrects and approves minutes, the minutes so approved are not the board's minutes. This is simply a matter of fact.

I completely concur... but does that fact prevent an organization from adopting a rule that says otherwise?

[Dan Honemann]

I completely concur... but does that fact prevent an organization from adopting a rule that says otherwise?

Yes.

[Shmuel Gerber]

I hate not having the 11th on CD but assuming the rule hasn't changed, Dan, it used to say:

"Article VI: Executive Board (or Board of Directors). As explained on pages 464-66, all but the smallest societies usually find it advisable to establish a board whose members are the officers of the society, such a body being entrusted with administrative authority and responsibility to a degree that varies with the organization. If there is to be such a board, sections of this article should:

• specify the board's composition;

• delineate the powers of the board; and

• set forth any special rules by which the board is to conduct its business, such as when and how often it is to meet, its quorum, and the like." RONR, 10th, p. 559

Respectfully, I agree with Tim that it could adopt such a special rule based upon this. Whether it's wise to or not is another matter.

George, what you're quoting says what a section of the bylaws should include.

[Dan Honemann]

George, what you're quoting says what a section of the bylaws should include.

...and, in any event, says nothing about adoption of rules which attempt to convert fiction into fact.