Effectiveness of a motion for approval of minutes

[msannette]

Our by-laws state "for the transaction of any business of the exercise of any power, the Corporation shall have power to act by a majority of the Directors present at any meeting at which a quorum is in attendance".  (Four or more Directors shall constitute a quorum for the transaction).

 

Meeting minutes were presented for approval by the Directors -- Four (4) Directors were present, establishing a quorum; however, 3 of the Directors present abstained from the vote and one voted "yes".  As a majority of the Directors are needed to act, will these meeting minutes need to be brought back for approval?  And how should such minutes be re-presented -- through a motion for reconsideration of the previous approval? 

[Rev Ed]

It is up to the organization to interpret its own rules.  Therefore, if the organization believes that a majority of those present is required to approve a motion, and not the default of a majority of votes, then that is the case.

 

However, technically there is no vote to approve the Minutes themselves.  However, although normally accomplished by unanimous consent, any correction offered to the Minutes may be approved (or rejected) by a vote.

[Edgar Guest]

As a majority of the Directors are needed to act, will these meeting minutes need to be brought back for approval?  And how should such minutes be re-presented -- through a motion for reconsideration of the previous approval? 

 

Well, you certainly don't want to use the R-word (i.e. Reconsideration).

 

And, as Ed suggests, the approval of the minutes is not put to a vote (mostly because not approving them is not an option). Members who think the draft minutes (that the secretary submits for approval) are inaccurate should propose corrections. It's these corrections that are voted on (if there's any disagreement). Once all corrections have been made the chair will declare that the minutes have been approved (as corrected). 

 

Edited to add: At this point I think I'd consider them approved. If a member thinks they need to be changed he can make a motion to Amend Something Previously Adopted (ASPA).

[Richard Brown]

I agree with the comments by Rev Ed and Edgar Guest, but I'm going to elaborate a bit, partly  because I had already typed most of this when I saw that they had posted.    

 

I see three separate issues here.  The first two, as Rev Ed said, involve an interpretation of your bylaws, something only your organization can do.

 

The first of those is what is meant by the phrase "for the transaction of any business of the exercise of any power"?  Is approving the minutes considered the "transaction of business" or "the exercise of any power"?   I don't know.  That is for your organization, which I gather is a corporation, to decide.  I do see an analogy to my own city council, with is governed by a city charter that says (paraphrasing) that ordinances and resolutions can be adopted only by a vote of a majority of the full  authorized membership of the council.  The council is authorized to have and does in fact have seven members.  The clear understanding and practice is that it takes four yes votes to adopt any ordinance or resolution.... a majority of the full authorized membership of the council.

 

However, that rule does not apply to votes on subsidiary motions, privileged motions, incidental motions, etc.  Those matters can all be decided by a majority vote, meaning a majority of those present and voting, assuming a quorum is present.  If four members are present and one votes yes and the other three abstain, a motion will carry as long as it is not the final vote on an ordinance or resolution.  I think it is up to your organization to determine how to interpret that section of its bylaws about the transaction of business or the exercise of any power.

 

The second issue is the number of votes required to take action.  If the bylaws say that it requires "a majority of the Directors present at any meeting at which a quorum is in attendance" to transact business or exercise power, then to exercise such power would require at least three yes votes if four members are present.  However, if approving the minutes is not considered the exercise of such power, then that requirement might not apply.  That is a matter of interpreting your bylaws that we cannot do for you.

 

The third issue complicates things even more and relates to the act of approving the minutes.  As Rev Ed pointed out, RONR provides that assemblies don't actually vote on approving the minutes and that "The only proper way to object to the approval of the secretary's draft  of the minutes is to offer a correction to it."  (RONR 11th edition, page355 lines 7-8).   For reading and approval of minutes generally, see RONR pages 354 - 355 and also pages 473 - 475.   

 

It is true, as Rev Ed pointed out, that although normally accomplished by unanimous consent, any correction offered to the Minutes may be approved (or rejected) by a vote.  But, that is for corrections to the draft minutes, not the actual approval of the minutes.

 

The question of whether the minutes were approved at the last meeting is likely a point of order which the chair will have to rule on and which can be appealed to the assembly.  I'm not quite as confident as Edgar Guest that the minutes were actually approved at the last meeting.  Did the chair announce that "the minutes are approved"?  Did he make any kind of pronouncement after that one to zero vote?  If he said "the minutes are approved" or anything similar, then I agree that the minutes were approved.

 

As to how to correct or  amend them after they are approved, you use the motion to 'Amend something previously adopted", which requires a majority vote if previous notice of it is given or a two-thirds vote or a vote of a majority of the entire membership if no notice is given.  Minutes can be corrected at any time, even months or  years later.  Page 475, lines 18 - 24.

[Edgar Guest]

I'm not quite as confident as Edgar Guest that the minutes were actually approved at the last meeting.  Did the chair announce that "the minutes are approved"?  Did he make any kind of pronouncement after that one to zero vote?  If he said "the minutes are approved" or anything similar, then I agree that the minutes were approved.

 

I'm not sure i'd describe myself as "confident" but if I were asked whether the minutes had been approved or not I think I'd say that they were. I think we can agree that they should have been so it seems the burden of proof lies with those who say they weren't.

 

I don't think the absence of any magic words from the mouth of the chair are especially relevant at this point.