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Acting Secretary Refuses to sign annual meeting minutes


Guest Gloria

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At our annual meeting an acting secretary took the minutes. When they came to the board for review there were corrections adopted by the board. Who should/can sign the minutes? We have a newly elected secretary who is handling the changes and will be sending them to the membership. I believe the acting secretary will refuse to sign because there were changes to what she wrote.

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I believe the acting secretary will refuse to sign because there were changes to what she wrote.

 

I would too. No one has the authority to alter what the secretary submits as her draft of the minutes. She should submit what she thinks is the correct version of the minutes (though of course she's free to incorporate suggested changes; or not).

 

On the other hand, if you're referring to the secretary initialing the minutes after they've been approved (perhaps with changes), then she should have no problem with that as she's only attesting to the fact that they were approved, not to their veracity. (This refers to the person serving as secretary at the meeting where the minutes were approved. This might not be the same person who submitted the minutes for approval.)

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I would too. No one has the authority to alter what the secretary submits as her draft of the minutes.

 

I don't see anyhwere in the facts presented where anyone altered anything.  "When they came to the board for review there were corrections adopted by the board."   I think that's telling us what happened next (corrections to the submitted draft were approved).

 

She doesn't need to sign the final version, as amended, as noted.

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I don't see anyhwere in the facts presented where anyone altered anything.  "When they came to the board for review there were corrections adopted by the board."   I think that's telling us what happened next (corrections to the submitted draft were approved).

 

Well, as Mr. Stackpole indicated, it's not clear what role the board has in the process. If it's simply "reviewing" the minutes before sending them to the general membership for approval, then I think it could be considered to be altering the secretary's draft before that draft is submitted.

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To clarify, the acting secretary put several items under unfinished business that were new business (the items had never been before the members), made a few grammatical errors and misspelled someone's name. These items were pointed out by board members who then voted to make the needed changes before the minutes were sent to the members. I have heard that the secretary believes the items can be unfinished business because the board (but not the membership) had discussed the items before and doesn't agree with changing them to new business. I am just trying to understand how to handle whatever happens.

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At our annual meeting an acting secretary took the minutes. When they came to the board for review there were corrections adopted by the board. Who should/can sign the minutes? We have a newly elected secretary who is handling the changes and will be sending them to the membership. I believe the acting secretary will refuse to sign because there were changes to what she wrote.

 

For future reference, whoever takes the minutes signs the draft minutes before submitting them, which should solve these problems. They are then initialed by the person serving as Secretary when the minutes are approved.

 

In any event, if the Acting Secretary refuses to sign them, this does not in any way undermine the validity of the minutes. I wouldn't have someone else sign them, as that person would then be suggesting (incorrectly) that he took them. I suppose if the Acting Secretary insists on this pettiness, I'd have someone insert a note saying, "Minutes taken by Mr. X" and leave the signature out.

 

To clarify, the acting secretary put several items under unfinished business that were new business (the items had never been before the members)

 

I'm not certain whether this is an error. Were these items considered under Unfinished Business or New Business at the annual meeting? The secretary's job is to record what actually happened, whether or not what happened was correct as a matter of parliamentary law.

 

These items were pointed out by board members who then voted to make the needed changes before the minutes were sent to the members.

 

Did the membership adopt a rule authorizing the board to do this? While RONR recommends this practice if the membership meets infrequently, the board does not have this authority unless granted by the membership or the organization's rules.

 

I have heard that the secretary believes the items can be unfinished business because the board (but not the membership) had discussed the items before and doesn't agree with changing them to new business.

 

This belief is incorrect. The fact that items have been previously discussed by the board does not make them Unfinished Business for the general membership meeting. In fact, they wouldn't necessarily be Unfinished Business even if they had been previously discussed by the general membership. There are very specific ways for how an item of business is carried over to the next meeting as Unfinished Business.

 

As noted previously, however, this is all irrelevant. The minutes should record what actually happened. if these motions were considered under Unfinished Business, that's what goes in the minutes. If they were considered under New Business, that's what goes in the minutes. The minutes are intended to record history, not to correct it.

 

Of course, I don't know know why you're putting whether the items were considered under New Business or Unfinished Business in the minutes to begin with, but that's a separate issue.

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In my opinion, gettng the minutes of board meetings accurate and correct should be a primary goal of any Secretary (or acting Secretary) of any organization. There is, again in my opinion, not single method for getting this done that applies to all orgainzations and the various "personalities" involved. The Secretary (or acting Secretary) should welcome proper (and polite) offers of correction to the draft minutes - since this will reduce meeting time doing the corrections and increase the overall accuracy of the final minutes. In some (perhaps many) cases, the Secretary, for example, may spell someone's name incorrectly or similar type errors. Distributing a first draft to board members may provide corrections such as these will result in the draft presented at the board meeting being much more accurate. For example,  I am an official on a board where I am the most knowledgable about details - and the Secretary sends her first draft to me for review and offering corrections. I offer technical corrections - and make clear to her that she is the Secretary and she should not accept any corrections from me (or anyone) that does not reflect what actually was done or reported (because of the nature and requirements for this organization - certain reported information must appear in the minutes) - she should not just accept these and the board can make that determiniation at the meeting. This "congenial" and "cooperative" relationship results in excellent minutes - both from a parliamentary aspect as well as efficiency of the approval process.

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In my opinion, getting the minutes of board meetings accurate and correct should be a primary goal of any Secretary (or acting Secretary) of any organization.

 

I doubt anyone will argue with you but it appears that we're talking about the annual meeting of the general membership here, not a board meeting.

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