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Motion recorded in minutes


Guest Sue

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Is a motion made, seconded, voted on and passed in a Board meeting official and binding once the minutes to that meeting have been approved by the BOD and published to the membership in the minutes?

 

It's "official and binding" the moment it's adopted, regardless of when (or even if) the minutes are approved.

Mr. Guest is right.  Some people seem to be under the impression that approving the minutes is necessary in order for actions taken to become valid.  I've even heard.... several times.... that approving the minutes validates business conduced at a meeting without a quorum.  Both statements are wrong.  The minutes are merely a record of what was done, but they have nothing to do with whether what was done is legitimate or with making it legitimate.

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The motion recorded in the minutes specifically granted Life Membership to Charter and Founding members of an organization. A additional person who was neither a Charter of Founding member was subsequently included in this group. When I informed an officer that a new motion must be made to include the additional person due to the fact that she was neither a Charter or Founding member, I was told that the language of the original motion did that and that the motion printed in the minutes was incorrect. The Director who made the motion insisted the language of the original motion, as printed in the minutes was correct. No additional motion was made and no correction was ever made. What to do?

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I was told that the language of the original motion did that and that the motion printed in the minutes was incorrect. The Director who made the motion insisted the language of the original motion, as printed in the minutes was correct. No additional motion was made and no correction was ever made. What to do?

 

Make a motion to amend (correct) the minutes. It requires a two-thirds vote, the affirmative vote of a majority of the entire membership (of the board), or, with previous notice, just a majority vote. It looks like you'll have at least one "yes" vote and one "no" vote.

 

By the way, do your bylaws give your board the authority to grant Life Membership to your Charter and Founding members? Are those classes of membership even listed in the bylaws?

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"By the way, do your bylaws give your board the authority to grant Life Membership to your Charter and Founding members? Are those classes ofmembership even listed in the bylaws?"

Yes, with all privileges of full membership, just exempt from paying dues.

The problem is that this vote occurred several years ago, with the "outlier" holding office, voting and conducting club business without having paid dues ( per bylaws resulting in a "lapsed" membership). The VP refuses to acknowledge that there has ever been any issue and refuses to bring a motion to amend. Should this issue be brought up as official business?

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The problem is that this vote occurred several years ago, with the "outlier" holding office, voting and conducting club business without having paid dues ( per bylaws resulting in a "lapsed" membership). The VP refuses to acknowledge that there has ever been any issue and refuses to bring a motion to amend. Should this issue be brought up as official business?

First, let me say that Mr. Guest's answers are correct.  I agree with him completely.

 

Neither the VP nor any one person should have any control over what motions (or business) comes before the assembly.  ANY member can make a motion to correct the minutes or to appoint a committee to investigate the status of the life membership, etc.  Neither the President or the VP has the authority to block such a motion unless he/she makes a ruling that the motion is out of order.  Such a ruling can be appealed to the assembly.  A majority vote overrules the chair.  A tie vote sustains the chair.

 

Note:  When I use the words "the assembly", I am referring to whichever body is meeting, whether it be the general membership or the Board.

 

it might also be that the general membership itself can reverse the action of the board or adopt a motion to create a committee to investigate the matter.  This depends on the amount of power your bylaws give to the board and what powers are retained by the general membership.

 

Edited to add:  My gut feeling is that if this is something that happened years ago, it just might be best to forget it and move on.  Only you and the other members of your organization know how much of an issue it is causing.

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Mr. Guest is right.  Some people seem to be under the impression that approving the minutes is necessary in order for actions taken to become valid.  I've even heard.... several times.... that approving the minutes validates business conduced at a meeting without a quorum.  Both statements are wrong.  The minutes are merely a record of what was done, but they have nothing to do with whether what was done is legitimate or with making it legitimate.

Hi Richard Brown,

 

Where can I read more about this area? I have looked through Robert's Rules of Order but can't seem to find anything on this point. Someone I know is getting sued and the other party is claiming that the effectiveness of his date of resignation is not on the date of the meeting itself (where it was accepted by the president and committee members) but on the day of the approval of the minutes, which took place much later.

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Hi Richard Brown,

 

Where can I read more about this area? I have looked through Robert's Rules of Order but can't seem to find anything on this point. Someone I know is getting sued and the other party is claiming that the effectiveness of his date of resignation is not on the date of the meeting itself (where it was accepted by the president and committee members) but on the day of the approval of the minutes, which took place much later.

As Gary told you, you won't find it in RONR because it is a rather absurd notion.  Motions take effect when adopted: there is nothing in RONR that says otherwise.  And the minutes are simply a record of what happened.  Nothing in RONR comes close to even implying that approving the minutes is required before a motion (or  anything else stated in the minutes) becomes effective.

 

But, you asked specifically "Where can I read more about this area?"   You can read about it in the book "Robert's Rules for Dummies, 2nd edition", by C. Alan Jennings.  Mr. Jennings is a well respected Professional Registered Parliamentarian and his book is based solidly on the 11th edition of RONR.  It is not intended to be a substitute for RONR in any way, but can be considered as a complementary (and complimentary) work to aid in understanding the rules in RONR.  The issue you are concerned about is addressed by Mr. Jennings on page 320 in his chapter entitled "Ten (or so) Meeting Procedure Myths".  It's Myth # 12:  "Motions Don't Take Effect Until Minutes Are Approved".  In dispelling that myth, Mr. Jennings makes clear that motions take effect upon adoption unless the motion itself provides for some other effective date and that "approving minutes approves only the record of the adoption of the motion, not the motion itself".

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