Does RONR allow implied consent or implied approval?

[aranbee]

By statute, it is required that all meetings of our association be in accordance with the latest edition of RONR.

It has been our board's practice for the secretary to distribute meeting minutes to board members by e-mail and for the members to respond with corrections and approvals by e-mail. Typically, at the next regular board meeting the reading of the minutes is dispensed with and the president announces that the minutes have been distributed and read and are approved as read or corrected as the case may be.

Recently, our newly-elected secretary has distributed the minutes with the statement that if he receives no corrections or approvals from a member by a specific date, he will consider the minutes to be approved by that member.

Is this implied approval appropriate? I contend that it is not.

[Guest Edgar]

Is this implied approval appropriate?

No. However at the meeting where the minutes are to be approved, the absence of any (further) corrections constitutes unanimous consent.

Tell your secretary that individual members don't approve minutes, the assembly does. Then tell him to stick to his knitting.

[Dan Honemann]

By statute, it is required that all meetings of our association be in accordance with the latest edition of RONR.

It has been our board's practice for the secretary to distribute meeting minutes to board members by e-mail and for the members to respond with corrections and approvals by e-mail. Typically, at the next regular board meeting the reading of the minutes is dispensed with and the president announces that the minutes have been distributed and read and are approved as read or corrected as the case may be.

Recently, our newly-elected secretary has distributed the minutes with the statement that if he receives no corrections or approvals from a member by a specific date, he will consider the minutes to be approved by that member.

Is this implied approval appropriate? I contend that it is not.

The procedure to be followed in connection with the approval of minutes is very carefully spelled out on pages 354-55 of the latest edition of RONR. Read those pages carefully and make sure that this is the procedure that you follow. If you have any questions about what is said there, let us know.

[Guest Edgar]

Typically, at the next regular board meeting the reading of the minutes is dispensed with . . .

Is the reading really dispensed with . . . or is it merely "dispensed with"? (See p.474.)

[Dan Honemann]

Is the reading really dispensed with . . . or is it merely "dispensed with"? (See p.474.)

What we are told is:

"It has been our board's practice for the secretary to distribute meeting minutes to board members by e-mail and for the members to respond with corrections and approvals by e-mail. Typically, at the next regular board meeting the reading of the minutes is dispensed with and the president announces that the minutes have been distributed and read and are approved as read or corrected as the case may be."

One wonders how, when following this procedure, members know exactly what minutes are being presented for approval at the meeting. Hopefully, at some point prior to the meeting, the secretary sends to all members a copy of a final draft which he identifies as the draft which he will present for approval at the meeting.

But all this is far from clear.

[Gary Novosielski]

Is the reading really dispensed with . . . or is it merely "dispensed with"? (See p.474.)

I think I'd say the reading was waived.

As you noted, "dispensed with" has a specific meaning and that ain't it. (Come to find out.)