Are unapproved Board minutes valid?

[Guest Jenni]

Hello. I live in a co-op in Illinois, therefore we fall under the Business Corporation Act and use RROO for parliamentary procedure guidance.

 

Our Board is approximately 6-7 months behind in approving minutes. Are the motions made at those meeting binding since the minutes have not been officially approved?

[Bruce Lages]

Yes they are - according to RONR, motions take effect as soon as they are approved unless the motion itself contains language that would alter the effective date.

 

And assuming your board meets more frequently than every 6 months, it should really be more diligent in approving the minutes, since they are the official record of what business the board has transacted. Why are they so far behind? 

[Guest Guest]

Thanks for the clarification. I found something from a 100 questions asked about condos on a law firm website and they said the minutes are not valid until approved. Hence, my question for RROO land.

 

To answer your question...zero @*&%^@ idea!!! I have asked the Secretary the same question many times and she refuses to answer. I made a motion a few months ago to have all the minutes approved by the next meeting. The majority passed but when those who 'are in control' or think they are of the Board all abstained then made a subsequent motion to have them approved whenever. I think it is all some stupid immature game that some Board members are playing.

 

[Dan Honemann]

Thanks for the clarification. I found something from a 100 questions asked about condos on a law firm website and they said the minutes are not valid until approved. Hence, my question for RROO land.

 

To answer your question...zero @*&%^@ idea!!! I have asked the Secretary the same question many times and she refuses to answer. I made a motion a few months ago to have all the minutes approved by the next meeting. The majority passed but when those who 'are in control' or think they are of the Board all abstained then made a subsequent motion to have them approved whenever. I think it is all some stupid immature game that some Board members are playing.

 

The validity of motions and the validity of minutes are two entirely different things.

[Guest Guest]

I am seeking answers to the validity of the minutes, specifically when are the motions contained in the meetings become valid - at the time of motion or when the minutes are approved?

[Dan Honemann]

I am seeking answers to the validity of the minutes, specifically when are the motions contained in the meetings become valid - at the time of motion or when the minutes are approved?

 

This question was answered in post #2.

[Guest Guest]

Thanks Wrath of Dan.

[Gary Novosielski]

I am seeking answers to the validity of the minutes, specifically when are the motions contained in the meetings become valid - at the time of motion or when the minutes are approved?

As Mr H. explained, the validity of the minutes and the validity of motions are NOT the same thing.

 

Minutes become valid when they are approved.

Motions become valid when they are adopted, unless the motion itself says otherwise.

 

In other words, it is not possible to prevent a motion from going into effect by willfully failing to approve the minutes of the meeting at which it was adopted.  The motion is in effect immediately. 

 

So, not only is that a stupid game, it's a certain loser.