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Guest J Woods

Special Meeting Agenda - approval of Annual Mtg Minutes

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Guest J Woods

Our bylaws list an order of business for membership meetings which includes "reading of the minutes". We normally only have one Annual Meeting although special meetings are provided for in the minutes.

Does this mean that when a special meeting is held (for bylaws change) that the minutes of the last annual meeting should be read and approved?

Is it also required to entertain old or new business since those are also listed in the order of business? Or can I ask for the membership to approve an agenda at the beginning with any of these options?

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Our bylaws list an order of business for membership meetings which includes "reading of the minutes". We normally only have one Annual Meeting although special meetings are provided for in the minutes.

Does this mean that when a special meeting is held (for bylaws change) that the minutes of the last annual meeting should be read and approved?

Is it also required to entertain old or new business since those are also listed in the order of business? Or can I ask for the membership to approve an agenda at the beginning with any of these options?

Special meetings aren't provided for "in the minutes", they're provided for in the bylaws, (or when authorized by the assembly as part of disciplinary procedures). If your bylaws don't authorize them, you can't hold them. (RONR 11th Ed., p. 92 ll. 9-13

Special meetings don't read/approve previous minutes. (RONR 11th Ed. p. 473 l. 35)

Special meetings are held to address some matter(s) of an urgent business that can't wait until the next regularly scheduled meeting, or to dedicate a session to one or more particular matters. That's all. You don't run your regular order of business, with unfinished (not "old", that phrase is misused) or new business. (RONR 11th Ed. p. 91 l.35ff)

See page 91 (RONR 11th Edition) for the section on Special Meetings and all the details you should know.

Edited by David A Foulkes

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Guest Edgar

We normally only have one Annual Meeting although special meetings are provided for in the minutes [bylaws?].

If you only have one regular meeting a year you should authorize the board (if you have one) or a committee (if you don't) to approve the minutes in a more timely manner. A year is much too long to wait.

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You would not approve the Minutes at a special meeting, but only at a regular meeting. Thus the Annual Meeting Minutes would not be approved at a Special Meeting. While it is perfectly fine to allow the Board (or better yet a Committee created for the purpose) to approve the Minutes of the Annual Meeting if it the only regular meeting every year, the Minutes still belong to the meeting of the General membership and can be approved at the next Annual meeting if the members choose.

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Guest J Woods

Thanks very much! We'll focus only on the business at hand. I wasn't sure. And don't have a current version - the old version wasn't clear.

Sorry for the typo - Yes, special meetings are allowed by our bylaws and we are abiding by those requirements.

This forum is awesome!

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Thanks very much! We'll focus only on the business at hand. I wasn't sure. And don't have a current version - the old version wasn't clear.

There is no difference between the 10th and 11th editions in this regard. Both make it quite clear that only business mentioned in the call of a special meeting can be transacted at such a meeting.

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There is no difference between the 10th and 11th editions in this regard. Both make it quite clear that only business mentioned in the call of a special meeting can be transacted at such a meeting.

But, if the reading and approval of the annual meeting minutes had been listed in the call to the special meeting, their amendment and adoption would not be out of order, correct?

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But, if the reading and approval of the annual meeting minutes had been listed in the call to the special meeting, their amendment and adoption approval would not be out of order, correct?

I believe I have seen that opined on this forum previously, although it isn't the preferred method of approving the annual minutes, as noted earier.

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Guest J Woods

You really don't want to know. . . How about a 1971 version?

I should have asked you guys for advice BEFORE I put my special mtg notice out, and I would have included the review of minutes. That would have been much better. Now we'll approve both at our annual meeting. Live and Learn.

Guess it's time I get a new book if I'm going to get involved in this stuff again.

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You really don't want to know. . . How about a 1971 version?

I should have asked you guys for advice BEFORE I put my special mtg notice out, and I would have included the review of minutes. That would have been much better. Now we'll approve both at our annual meeting. Live and Learn.

Guess it's time I get a new book if I'm going to get involved in this stuff again.

If you think you need a "refresher course", you might also consider spending a few more bucks to get RONR - In Brief as well. It's a fairly quick and easy read, and will clear a lot of the cobwebs out before you go diving into the Big Book. Just be sure to get the 2nd Edition, fully updated and in sync with RONR 11.

Edited by David A Foulkes

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You really don't want to know. . . How about a 1971 version?

No edition of RONR was published in 1971. The 7th edition was published in 1970 and the 8th edition was published in 1981. It seems likely that your version is not just outdated, but that it was not an official edition of RONR to begin with. Such third-party knockoffs often use the 4th edition (1915) as a base, since that text is now in the public domain So it may be much worse than you think. :)

I should have asked you guys for advice BEFORE I put my special mtg notice out, and I would have included the review of minutes. That would have been much better. Now we'll approve both at our annual meeting. Live and Learn.

Well, what you should do in the future, if the general membership only meets annually (not counting special meetings) is to authorize the board or a committee to approve the minutes of the annual meeting. This is a good practice for the special meetings as well if the annual meeting is not within a quarterly interval.

Edited by Josh Martin

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