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Motion to approve minutes


Guest Garrett
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Well, the chair doesn't exactly accept the minutes.  More precisely, when the minutes are up  for the approval, the chair asks if there are any corrections.  After any corrections have been made and no more corrections are being offered, the chair declares the minutes approved.  Here is the procedure set out on pages 354-355 in RONR:

 

"A formal motion to approve the minutes is not necessary, although such a motion is not out of order. After the minutes have been read (or after their reading has been omitted by unanimous consent as described in the previous paragraph), and whether or not a motion for approval has been offered, the chair asks, "Are there any corrections to the minutes?" and pauses. Corrections, when proposed, are usually handled by unanimous consent (pp. 54–56), but if any member objects to a proposed correction—which is, in effect, a subsidiary motion to Amend—the usual rules governing consideration of amendments to a main motion are applicable (see 12).

After any proposed corrections have been disposed of, and when there is no response to the chair's inquiry, "Are [page 355] there any corrections [or "further corrections"] to the minutes?" the chair says, "There being no corrections [or "no further corrections"] to the minutes, the minutes stand [or "are"] approved [or "approved as read," or "approved as corrected"]."  The minutes are thus approved without any formal vote, even if a motion for their approval has been made. The only proper way to object to the approval of the secretary's draft of the minutes is to offer a correction to it. It should be noted that a member's absence from the meeting for which minutes are being approved does not prevent the member from participating in their correction or approval."

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And if an eager member blurts out "I move to approve the minutes!" before the chair gets a chance to say that the minutes are approved as corrected?  (I took it that was the OP's question, and have seen it happen fairly often)

 

As Mr Brown notes, such a motion would not be out of order, even though it's not needed.  I believe the chair should just continue as RONR prescribes, and maybe take it as an opportunity to do some helpful instruction on the proper procedure. (briefly, of course)

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  • 4 years later...

If a member makes a formal motion to approve the minutes as read, the chair should briefly explain the proper procedure and proceed as he would without such a motion. In any case, the question whether the minutes are approved as read or amended, as the case may be, is not put to a vote; rather, the chair announces the approval after all motions to amend them have been disposed of.

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  • 1 year later...
Guest Andrea Swenson

Our President regularly dispensed with reading and approval of minutes for the sake of expediency.  Our lawyer said it is permissible to read and approve the minutes electronically via email, and attach or enter "approve electronically" and the date directly in the minutes.

Two of the five board members are negligent in responding after repeated attempts.  (we are an HOA) My question is may we approve the minutes based on a quorum?   If so, where can this be found in RONR?  I am having trouble finding where such a rule is.

Thank you,

Andrea

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Guest Andrea,  as we said to Guest Melvin above, next time please post your question by starting a new topic even though it seems to fit in with an existing topic.

Approving minutes electronically, or taking any other action electronically, is not permissible under RONR unless your bylaws or some superior state law permits it. Do your bylaws permit electronic meetings or voting electronically via email?

Unless your bylaws permit electronic meetings or electronic voting, minutes must be approved at in person meetings consisting of a quorum. The body which is meeting does not actually need to vote to approve the minutes, but only need to vote when making corrections to the minutes unless they are done with unanimous consent. If there is an objection to a proposed correction, the issue is decided by a majority vote. Once there are no more corrections, the chair simply declares the minutes approved. 

I am not sure what you mean when you ask if you can approve the minutes “based on a quorum”. 
 

Reading and approval of minutes is covered in sections 41:9 - 41:12 and 48:9 - 48:14 of RONR (12th Ed.)
 

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Many statutes that apply to corporations allow the board to take action with the written approval of every member of the board instead of a motion being voted on at a meeting.

If such a law applies to your organization, then any abstention (such as those two members who are not responding) would mean that you have not met that requirement. In other words, if that law applies to you you cannot approve the minutes "based on a quorum" this way. Check if that type of law applies to your organization.

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Guest Andrea Swenson

Mr. Brown,

My apologies for not initiating a separate thread.

To answer your questions about email voting:   our HOA Bylaws were formed in 1989, currently, they are being revised.  So, although our Bylaws do not have provision for electronic voting, due to Covid-19 protocols a variance has been granted in the state of Colorado to met in person "virtually" (Zoom).  

I should point out, that despite my making the minutes available in advance, the approval minutes were waived for the sake of expediency to the agenda.  And irrespective of my urgings, reading of the minutes became "inconvenient."

This was the habit of the presiding officer of the 2020 board.  The 2021 board has two new officers different leadership.   I'm still secretary.

Email Voting

  • In speaking with our association lawyer (we met for an unrelated matter), I decided to ask how to handle minutes which were regularly put off for a later time but never resolved. Here's what she advised:  
    • She indicated that each set of minutes can be handled by email.  Once approved, attach the email to the minutes or add as "other business" and reference the date.  However, each set of minutes must be treated in a separate email.  In other words, you cannot lump several sets of minutes in one email and vote on all. 
    • I followed through with our attorney's advice and sent each set of minutes in an email as an attachment and ask for motion to approve.

All was fine for a brief time except in the last two months.

Quorum:  the question I was trying to get at is this. I am having trouble with two board members not responding.  For instance, I sent one set of minutes via email 4 weeks ago.  Still no word despite frequent reminders!!

We are five-member board.  Quorum is three.  Since these two officers have been extremely slow (or negligent) to respond.  What recourse do I have?  

  1. Take the non-reply to mean, "there being no further corrections, the minutes stand approved"?  As Secretary, I am allowed to declare this, I believe?
  2. If the two board members remain silent, can we treat this like an absence, since three of the five members approve? Can we then call the minutes approved unanimously? Or...
  3. Am I correct that the approval of the minutes must be unanimous as in all five board members and I've got to wait for these guys to say something?
  4. I read in another Q&A that a Special Meeting may be called to approve minutes from a previous meeting.  
  5. I have eight (8) separate sets of minutes to approve.   I would like to propose a Special Meeting just for this purpose of getting this resolved.

The  Robert's Rules' articles and page numbers cited here in this thread and elsewhere are not in the online version. The online version is a .pdf  of the modern from 1996 and has no such page numbers.  Hence, my question, stated here in the forum.  It's not that I'm lazy, but what I'm reading is not the same as what is cited here.  Bottomline, I just need to buy a hard copy of the 11th or 12 edition.

Mr. Brown and others, I do thank you for your time and contribution.  I apologize for disrupting this thread.  I will take your answer previously stated, "The body which is meeting does not actually need to vote to approve the minutes, but only need to vote when making corrections to the minutes unless they are done with unanimous consent."   and apply accordingly.  And pray I don't get put in the terrible position again!

Sincerely,

Andréa

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2 hours ago, Guest Andrea Swenson said:

Quorum:  the question I was trying to get at is this. I am having trouble with two board members not responding.  For instance, I sent one set of minutes via email 4 weeks ago.  Still no word despite frequent reminders!!

The word "quorum" refers to the minimum number of members who must be present at a meeting to conduct business. This word has no meaningful application in an email vote, since no one is present. Some organizations which use email voting adopt rules which require a certain number of members to respond to the email. This is similar to (but not quite the same thing) as a quorum requirement.

2 hours ago, Guest Andrea Swenson said:

We are five-member board.  Quorum is three.  Since these two officers have been extremely slow (or negligent) to respond.  What recourse do I have?  

  1. Take the non-reply to mean, "there being no further corrections, the minutes stand approved"?  As Secretary, I am allowed to declare this, I believe?
  2. If the two board members remain silent, can we treat this like an absence, since three of the five members approve? Can we then call the minutes approved unanimously? Or...
  3. Am I correct that the approval of the minutes must be unanimous as in all five board members and I've got to wait for these guys to say something?
  4. I read in another Q&A that a Special Meeting may be called to approve minutes from a previous meeting.  
  5. I have eight (8) separate sets of minutes to approve.   I would like to propose a Special Meeting just for this purpose of getting this resolved.

Since the attorney was the person who advised you that email voting was permitted in the first place, ultimately questions about how email voting works should be directed to the attorney. As has been previously noted, RONR does not permit email voting, does not advise using email voting, and notes that lots of questions will arise when attempting to conduct the deliberative process by email. RONR does not provide answers to those questions.

"A group that attempts to conduct the deliberative process in writing—such as by postal mail, electronic mail (e-mail), or facsimile transmission (fax)—does not constitute a deliberative assembly. When making decisions by such means, many situations unprecedented in parliamentary law will arise, and many of its rules and customs will not be applicable (see also 9:30–36)." RONR (12th ed.) 1:1n1

So the attorney's response is presumably based upon something in applicable law, and that law may well have answers to questions about how the email voting actually works.

With that said, I will attempt to the best of my ability to answer these questions based upon RONR, although it should be noted that anything in applicable law will take precedence.

1.) In an actual meeting - that is, one held in person or held through electronic means which permit simultaneous aural communication - it would indeed be correct to assume that silence means no one wishes to offer any corrections and to declare the minutes approved. It is, however, the chair who declares this, not the secretary. RONR has no guidance on how this principle works when conducting business by email. Organizations which adopt rules for conducting business by email often adopt rules on such matters as how long members have to reply to the email.

2) The word "absence" has no meaningful application in a vote by email, since everyone is absent. RONR has no guidance on how this principle works when conducting business by email. Organizations which adopt rules for conducting business by email often adopt rules on such matters as how long members have to reply to the email.

3) RONR has no requirement that the vote to approve the minutes must be unanimous (and indeed, no vote is taken on approving the minutes - they are declared corrected after any corrections are handled) or has any requirement that all members must respond. RONR has no guidance on how this principle works when conducting business by email. Many organizations which adopt rules for email voting will often require that a certain number of members (even all of them) must respond to the email. Applicable law may also have requirements on the number of members who must approve (or at least respond to) an email vote in order for it to be valid.

4) Yes, that is correct.

5) Yes, this is permissible. The call of the special meeting would need to specify which sets of minutes are intended to be approved at the meeting. You will need to refer to your organization's rules to see how special meetings are called.

2 hours ago, Guest Andrea Swenson said:

The  Robert's Rules' articles and page numbers cited here in this thread and elsewhere are not in the online version. The online version is a .pdf  of the modern from 1996 and has no such page numbers.  Hence, my question, stated here in the forum.  It's not that I'm lazy, but what I'm reading is not the same as what is cited here.  Bottomline, I just need to buy a hard copy of the 11th or 12 edition.

I do not believe what you are reading is an official edition of Robert's Rules of Order. No official edition was published in 1996. It may be one of the many third-party knockoffs or guides. There is no "online version" of the current, official edition of Robert's Rules of Order.

I would recommend purchasing the 12th edition since it is the current edition.

Edited by Josh Martin
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So, first, stop looking at the online version. It's from 1915. And don't buy the 11th edition, get the 12th.

Re: expediency. It is very expedient for the chair (not the secretary) to say, "The minutes of [date] meeting have been distributed. Are there any corrections to the minutes? There being no corrections, the minutes are approved."

If you have distributed them, there is no need to actually read them out at the meeting.

In fact, the chair could do all the outstanding minutes in one sentence: "The minutes of [date1], [date2], [date3], . . ., and [date 8] meeting have all been distributed previously. Are there any corrections to the minutes? There being no corrections, the minutes are approved."

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Guest Andrea Swenson

Thank you, Gentlemen,

Duly noted.  Thank you.


The Roberts Rules version I had been using as my source is provided from the Constitution Society which they had stated "modifications and enhancements copyright 1996" and my other source was simply http://www.rulesonline.com.  It wasn't until after this discussion that I realized these sources out of dater.  The Constitution Society has a representative available  to ask questions.  But they insisted the document posted on their website was the 11th edition.   

 

Anyway, as I said, it is obvious to me now that it is necessary to just buy the hard copy.  And it is apparent this organization, https://robertsrules.com which I happened upon the other day in my research is the more thorough and legitimate source.  And by the way, I appreciate the "registered parliamentarian." That is added benefit.

In any event, after this discussion, I believe I am quite well schooled in the parliamentary procedure for email voting, procedure for the minutes, and other such questions I had.

Mr. Brown and Mr. Kapur,

I wish you all the best,

AS

 

 
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42 minutes ago, Guest Andrea Swenson said:

The Roberts Rules version I had been using as my source is provided from the Constitution Society which they had stated "modifications and enhancements copyright 1996" and my other source was simply http://www.rulesonline.com.  It wasn't until after this discussion that I realized these sources out of dater.  The Constitution Society has a representative available  to ask questions.  But they insisted the document posted on their website was the 11th edition.

It would be rather difficult for the society to make "modifications and enhancements" in 1996 to an edition which was not published until 2011, so I would be rather skeptical of that claim. :)

The site itself also states that it is based on the 1915 edition (which is the 4th edition). That is also what rulesonline.com uses. 

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I am (very) happy with the kindle version did not even know (and now not even care)  that it was more expensive than the paperback version.

Also still wondering what are the extra's are in the alp electronic version.

(And hope that they can also be downloaded on the main  website)

 

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58 minutes ago, Guest Puzzling said:

Also still wondering what are the extra's are in the alp electronic version.

Up until the 12th edition of RONR, the big advantage of the CD ROM version was that it contained exactly the same pagination as the hardcopy making it very easy to post page numbers, etc.  it also has a very good search engine and is quite easy to copy and paste from. They have not yet published such an electronic version of the 12th edition and I understand it is possible they will not do so since a Kindle version is now available. There was no Kindle version for the 11th edition except for a brief time when they book 1st came out. The Kindle version was removed shortly afterwards but several of us were lucky enough to snag it while it was available.

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1 hour ago, Richard Brown said:

There was no Kindle version for the 11th edition except for a brief time when they book 1st came out. The Kindle version was removed shortly afterwards but several of us were lucky enough to snag it while it was available

Was one of the lucky ones as well , although there are some hiccups with this version (strange letters Yerevan there) still worthwhile  :)

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FYI:  Here's a tip on searching with the Kindle app.

With respect to the Kindle version, I was surprised to find that if you want to search for a particular paragraph, such as 41:9, and you enter that in the search field, it will say 0 matches found.

But if instead of 41:9 you enter 41: 9, with a space after the colon, it will locate all the appropriate matches.  This applies even when the paragraph number is more than one digit, such as 41: 10 .

It's a strange glitch, but this workaround may come in handy.

BTW, I'm using the Windows version of Kindle.  Not sure how this behaves on other platforms.

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