Approving Minutes from Meetings

[Guest Guest with a question]

Our organization has a Board of Managers which consists of the Executive Board plus the addition of Chairpersons. Can we approve minutes from a Board of Managers meeting at an Executive Board meeting even though the chairpersons will not have an opportunity to propose corrections or vote?

[David A Foulkes]

Our organization has a Board of Managers which consists of the Executive Board plus the addition of Chairpersons. Can we approve minutes from a Board of Managers meeting at an Executive Board meeting even though the chairpersons will not have an opportunity to propose corrections or vote?

Minutes of a meeting are approved by the body that held that meeting, unless your rules say otherwise. Do they?

Also, approval of minutes should not be done by vote. Corrections, if any, can be adopted by unanimous consent or majority vote if necessary, after which the chair announces the minutes approved as read/corrected.

[Chris Harrison]

A body can authorize a subordinate body to approve the minutes. So is the Executive Board subordinate to the Board of Managers or is it the other way around?

[Guest Edgar]

So is the Executive Board subordinate to the Board of Managers . . . ?

One would assume so since the EB is a subset of the BofM.

But note that the EB would have to be specifically authorized to approve the mintues of BofM meetings, it can't just take the job upon itself unilaterally. And nothing would prevent the EB from inviting the chairpersons to attend its meetings, if only long enough to get the minutes approved.

[David A Foulkes]

And nothing would prevent the EB from inviting the chairpersons to attend its meetings, if only long enough to get the minutes approved.

But why would they (the EB) need to do that, if they were authorized by the BOM or by the rules?

[Guest Edgar]

But why would they (the EB) need to do that, if they were authorized by the BOM or by the rules?

They wouldn't need to do it; they could do it.

[Guest Guest with a question]

I'm not positive which group would be considered subordinate. The Executive Board is the body that elects the committee Chairpersons (creating the Board of Managers).

[Guest Edgar]

I'm not positive which group would be considered subordinate. The Executive Board is the body that elects the committee Chairpersons (creating the Board of Managers).

Hmm. So much for assumptions.

[Josh Martin]

Our organization has a Board of Managers which consists of the Executive Board plus the addition of Chairpersons. Can we approve minutes from a Board of Managers meeting at an Executive Board meeting even though the chairpersons will not have an opportunity to propose corrections or vote?

No - unless, as noted, the Board of Managers has authorized the Executive Board to approve its minutes.

They wouldn't need to do it; they could do it.

Fair enough, but so long as the Board of Managers meetings are held at least quarterly there is no real reason to do so.

I'm not positive which group would be considered subordinate. The Executive Board is the body that elects the committee Chairpersons (creating the Board of Managers).

I think you'll need to look to your Bylaws to determine which group is subordinate (and if it isn't clear, you may want to clear that up). I'm not sure it matters much for this question, but I suspect it will come up eventually.

[Guest Edgar]

. . .nothing would prevent the EB from inviting the chairpersons to attend its meetings, if only long enough to get the minutes approved.

But why would they (the EB) need to do that, if they were authorized by the BOM or by the rules?

They wouldn't need to do it; they could do it.

Fair enough, but so long as the Board of Managers meetings are held at least quarterly there is no real reason to do so.

I was referring to, as a courtesy, inviting the chairpersons to a meeting of the EB since the OP seemed concerned that "the chairpersons will not have an opportunity to propose corrections" and might have thought they couldn't be admitted to a meeting of the EB. I wasn't referring to whether the EB should be authorized to approve the minutes of BofM meetings in the first place.