Board approval of minutes

[Matt Schafer]

A club I'm in has the following provision in the bylaws:  "The Board of Directors shall have full power and authority over the affairs of [the club], except that the Board of Directors may not alter any decision of the members."  The only regular meeting of the members is the annual meeting.

 

Last night, we had a special meeting.  There was no appointment of a special committee to approve the minutes, nor was a motion made to authorize any existing group of people (e.g., the board of directors) to approve the minutes.

 

Does the provision in the bylaws allow the board of directors to approve the minutes of the special meeting of the members?

[Richard Brown]

Interesting question.  I think not.  If others  disagree, we shall hear about it soon enough. 

[Transpower]

The board should approve (after any corrections) the minutes.  This is the same situation as with an annual meeting.  It's too long to wait for the next annual meeting to have the general membership approve the minutes.  

[Richard Brown]

The board should approve (after any corrections) the minutes.  This is the same situation as with an annual meeting.  It's too long to wait for the next annual meeting to have the general membership approve the minutes.  

Would you cite the authority in RONR for the Board to approve minutes of a general membership meeting?  I sure can't find it and everything I find is pretty much to the contrary unless the Board has been specifically authorized to approve the minutes of the annual meeting (or of any meeting of the general membership)......

 

I think what makes Mr. Schafer's question intriguing is the bylaw language giving the Board "full power and authority over the affairs of [the club], . . ."

[Gary Novosielski]

The board should approve (after any corrections) the minutes.  This is the same situation as with an annual meeting.  It's too long to wait for the next annual meeting to have the general membership approve the minutes.  

 

I think it's more accurate to say that they should be given the authority to approve them, but without that I don't believe they can.  

 

The authority can be given by a vote of the general membership, by a special rule of order, or bylaws provision.

 

The question is whether the "full power and authority" rule quoted above is enough to authorize approval of minutes, or is something more specific needed.   

 

I'm in doubt, myself.

[Dan Honemann]

I agree with those who say that a bylaw provision conferring upon a society's board full power and authority over the affairs of the society (such as in the example on p. 578 of RONR, 11th ed.) does not, in and of itself, grant authority to the board to approve the minutes of membership meetings.

[Transpower]

RONR (11th ed.), p. 95:  "Minutes of one annual meeting should not be held for action until the next one a year later."  In my opinion, based on extrapolation of this statement to the OP's statement, the minutes should be approved at the next board meeting.

[Dan Honemann]

Yes, and on pages 474-75 RONR tells you how to solve the problem.

[Edgar Guest]

The board should approve (after any corrections) the minutes. 

 

 . . .the minutes should be approved at the next board meeting.

 

But the board can't unless specifically authorized to do so.

[Ann Rempel]

I agree with those who say that a bylaw provision conferring upon a society's board full power and authority over the affairs of the society (such as in the example on p. 578 of RONR, 11th ed.) does not, in and of itself, grant authority to the board to approve the minutes of membership meetings.

 

A club I'm in has the following provision in the bylaws:  "The Board of Directors shall have full power and authority over the affairs of [the club], except that the Board of Directors may not alter any decision of the members."  The only regular meeting of the members is the annual meeting.

 

 

 

Is approval of the minutes altering a decision of the members?

[Edgar Guest]

Is approval of the minutes altering a decision of the members?

 

Since this board doesn't have the authority to approve the minutes of a meeting of the general membership, how is that question relevant?

 

And, even if it was relevant, isn't the answer clearly "No"?

[Ann Rempel]

The question is relevant because of the bylaws quotation in #1. If the answer were "clearly," I doubt I would ask. 

[Richard Brown]

Is approval of the minutes altering a decision of the members?

Approval of the minutes, in and of itself, may not be, but what if the board wants to make changes in the minutes?   Can't it be argued that doing so is altering at least the record of what was done by the membership?  The board, could, for example change the wording of a motion that was adopted by the general membership.  I suspect that may be basis of the prohibition against the board approving the minutes of a membership meeting without specific authorization either in the form of a rule or a motion to do so in a particular instance adopted by the general membership.

[Edgar Guest]

Can't it be argued that doing so is altering at least the record of what was done by the membership?

 

Altering the record is not altering the decision.

 

And, in any event, the board doesn't even have the authority to alter the record.

[Shmuel Gerber]

A club I'm in has the following provision in the bylaws:  "The Board of Directors shall have full power and authority over the affairs of [the club], except that the Board of Directors may not alter any decision of the members."  The only regular meeting of the members is the annual meeting.

 

Last night, we had a special meeting.  There was no appointment of a special committee to approve the minutes, nor was a motion made to authorize any existing group of people (e.g., the board of directors) to approve the minutes.

 

Does the provision in the bylaws allow the board of directors to approve the minutes of the special meeting of the members?

 

 

Is approval of the minutes altering a decision of the members?

 

No, but that doesn't necessarily mean that the board can interfere with the inherent powers of the full membership's assembly, such as by taking action during a members' meeting or adjourning a members' meeting (or approving the minutes of a members' meeting without its specific authorization).