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Guest Patricia  G.

hello,  my name is Patricia and i belong to a modest club as a board member.  I have a couple questions regarding secretary duties, ethics and roberts rules.  Our newly appointed club secretary has recently come into questions by a couple board members regarding procedures, notice of meeting as well as revision of previously approved minutes,  The questions i will list below.

 

Board meeting notice

 

 our bylaws state that a "Notice of each meeting shall be sent by the Secretary to each Board member at least ten (10) days prior to the date of the meeting, unless heretofore agreed to by all Board members".

our Club Secretary has recently sent  a meeting notice with only four days notice before this next meeting.  

 

1) Is this meeting valid eventhou it does not follow the club bylaws requiring a 10 day notice unless agreed to by all board members?

2) How does one protest the lack time on the notice before the board meeting?

3) Could they still has a board meeting and would their actions and approved motions still be valid?

 

 

Revision of previously approved minutes

 

within a short period of time after the appoint of  the new club secretary,  he immediately made revisions to meeting minutes going back for six months.  Three of the meeting minutes were already approved by the board that he made a revisions.  Then he presented them to the board for re approval and approval before sending them to the general membership.  The revisions were made to cover up some irregular voting and malicious tactics that were used to remove the previous secretary orchestrated by four board members out of seven.  The majority of the board voted to approve the revision that were submitted by the previous secretary.

 

1) Could minutes of a  meeting that were already approved by the board be revised and approved?

The board vote was (4-2) motion carried for the revisions

2) If this was legal,  how would this be sent to the membership?  

3) Should the original minutes been sent with the fully revised minutes? 

4) How should this have been handles fairly/

i5) Is there recourse if this was done illegally?

 

 

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I'm going to answer each set of questions in a different response.

 

Board meeting notice:

 

1) Is this meeting valid eventhou it does not follow the club bylaws requiring a 10 day notice unless agreed to by all board members?

No.

 

2) How does one protest the lack time on the notice before the board meeting?

I suppose you could contact the President (and other Board members if you have their contact info) and point out that the notice was only 4 days when 10 is required.  Ultimately though this probably is going to have to be resolved at the Board meeting itself.

 

3) Could they still has a board meeting and would their actions and approved motions still be valid?

They can have their Board meeting but no business can be validly conducted (RONR p. 251 [a], [e]).  In fact I think you probably have to have a Board meeting because there is no method under RONR to cancel a meeting and the Chair can't rule on any Points of Order regarding the propriety of the meeting except at a meeting (but stay tuned for other thoughts).

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hello,  my name is Patricia and i belong to a modest club as a board member.  I have a couple questions regarding secretary duties, ethics and roberts rules.  Our newly appointed club secretary has recently come into questions by a couple board members regarding procedures, notice of meeting as well as revision of previously approved minutes,  The questions i will list below.

 

Board meeting notice

 

 our bylaws state that a "Notice of each meeting shall be sent by the Secretary to each Board member at least ten (10) days prior to the date of the meeting, unless heretofore agreed to by all Board members".

our Club Secretary has recently sent  a meeting notice with only four days notice before this next meeting.  

 

1) Is this meeting valid eventhou it does not follow the club bylaws requiring a 10 day notice unless agreed to by all board members?

2) How does one protest the lack time on the notice before the board meeting?

3) Could they still has a board meeting and would their actions and approved motions still be valid?

 

 

Revision of previously approved minutes

 

within a short period of time after the appoint of  the new club secretary,  he immediately made revisions to meeting minutes going back for six months.  Three of the meeting minutes were already approved by the board that he made a revisions.  Then he presented them to the board for re approval and approval before sending them to the general membership.  The revisions were made to cover up some irregular voting and malicious tactics that were used to remove the previous secretary orchestrated by four board members out of seven.  The majority of the board voted to approve the revision that were submitted by the previous secretary.

 

1) Could minutes of a  meeting that were already approved by the board be revised and approved?

The board vote was (4-2) motion carried for the revisions

2) If this was legal,  how would this be sent to the membership?  

3) Should the original minutes been sent with the fully revised minutes? 

4) How should this have been handles fairly/

i5) Is there recourse if this was done illegally?

 

Board Meeting Notice:

  1. A meeting that does not meet the notice requirements in the bylaws is not a properly called meeting, and therefore not a meeting in any sense. Any business transacted there is null and void.
  2. One raises a Point of Order that the meeting was improperly called.
  3. No.

Revision of Minutes

  1. Yes, by the board itself, using the motion to Amend Something Previously Adopted--but not by the Secretary acting alone.  Minutes should be an accurate record of what was done, whether proper or not, and NOT a record of what somebody wishes had been done.  The board should not be complicit in creating false records.  A 4-2 vote satisfies the requirements for a 2/3 vote, so the board agreed to the changes.
  2. Minutes are not automatically sent to the membership according to the rules in RONR, so you'll have to follow your own bylaws on this one.
  3. ditto
  4. The secretary should not have overstepped the authority of the office, and left approved minutes alone, absent a proper reason for changing them.
  5. The board should act to amend the minutes to reflect what actually happened, and probably reprimand the secretary.
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Part 2:

 

Revision of previously approved minutes

 

 

1) Could minutes of a  meeting that were already approved by the board be revised and approved?  The board vote was (4-2) motion carried for the revisions

Yes.  See RONR p. 475 ll. 18-24 and pp. 305-310

 

2) If this was legal,  how would this be sent to the membership?  

3) Should the original minutes been sent with the fully revised minutes?

Board minutes aren't sent to the General Membership unless your rules require it.

 

4) How should this have been handles fairly.

Approve minutes that accurately reflect what was done at the meeting.

 

i5) Is there recourse if this was done illegally?

The Membership might want to consider disciplining the Secretary and Board for creating a false record of what happened at the meeting.  See FAQ #20.

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