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Correction of Minutes prior to next annual meeting


Guest Marie

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Hello All,

As a secretary of a HOA board I have been tasked with finding out if Robert's Rules Of Order allow for the correction/amendment of minutes from the previous annual meeting BEFORE the next annual meeting?  Generally we have an annual meeting and soon after it begins we approve the minutes from the previous annual meeting.  While we don't think this is the case, we'd like some feedback from more knowledgable individuals.  If this is allowed, what verse references this issue so we know how to go about implementing this?  Thanks you all for any help with this, Marie

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I agree with Hieu's answer and would point out that RONR strongly encourages groups that don't meet at least quarterly to authorize the board or a committee to approve the minutes.  A year is too long to wait.  You can't do anything about not having done it that way at your last annual meeting, but you can adopt a motion to do so at your next annual meeting and at each one thereafter.  As an alternative, you can amend the bylaws or adopt a special rule of order putting a minutes approval  procedure in place.

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Thank you for your response Mr. Huynh,

After completion of some research, it would appear most people, including yourself, agree that it is not advisable to wait that length of time before approving minutes and the board or a committee should be required to do so.  Board members did get a copy of the unapproved minutes shortly after the last annual meeting, and were asked to provide any needed correction or revisions.  Then the revised yet still unapproved minutes were emailed to all HOA members.  There has been controversy from members (not the board) regarding if those minutes accurately reflect one topic in particular.  The question is, since these minutes ARE still as of yet unapproved (and we will listen to sound advice per yourself and RONR page 95), do Robert's Rules allow for them to be corrected/amended prior to the next annual meeting of all HOA members (at which point the board would need to take action on that amendment), or are we bound to wait till the next annual meeting to query all members about revisions and approval of said minutes?  I would think if the board met and approved the minutes as they are now, then at the next annual meeting members would make a motion to Amend Something Previously Adopted.   Thank you all for your patience as I am learning as we go along.  Marie       

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If the organization has not authorized the board or a committee to approve its minutes, then no such group can do so.

Nothing prevents anyone from discussing changes which they might like to propose to the minutes, but they cannot propose any such amendments until the next annual meeting.

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3 minutes ago, Guest said:

The question is, since these minutes ARE still as of yet unapproved (and we will listen to sound advice per yourself and RONR page 95), do Robert's Rules allow for them to be corrected/amended prior to the next annual meeting of all HOA members (at which point the board would need to take action on that amendment), or are we bound to wait till the next annual meeting to query all members about revisions and approval of said minutes?

I am assuming you are referring to the annual meeting of your HOA and not just of the board.  Unless the HOA membership (or the bylaws) authorize the board or a committee to approve the minutes, only the membership can do so.  The board does not have that authority absent specific authority to do so.   (It is possible that state law might authorize a board to approve the minutes of the association, but that is beyond the scope of this forum). 

However, if the membership has a meeting prior  to the next annual meeting, the minutes can be approved at that meeting.

As far as suggesting corrections, nothing prevents members from suggesting corrections to the secretary now while it is still fresh on their minds.  The secretary is free to ignore those suggestions or to incorporate them suggestions in his draft. In fact, members can prepare their own draft minutes to submit for approval.

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Guest Marie - Just to be clear, authorizing your board or a committee to approve your annual meeting minutes in no way prevents the membership from making further corrections at the next annual meeting (or at another membership meeting, if you have one sooner). The process is a little different, in that instead of just amending, with unanimous consent or a majority vote, you will be amending something previously adopted, which requires a 2/3 vote, a vote of a majority of the entire membership, or a majority vote if previous notice is given (RONR, p. 305).

Having the board or a committee approve the minutes while the meeting is still fresh in everyone's mind is important, but if the general membership finds the approved minutes lacking in some respect, they can still make the necessary corrections.

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On 02/05/2016 at 1:43 PM, Guest said:

The question is, since these minutes ARE still as of yet unapproved (and we will listen to sound advice per yourself and RONR page 95), do Robert's Rules allow for them to be corrected/amended prior to the next annual meeting of all HOA members (at which point the board would need to take action on that amendment), or are we bound to wait till the next annual meeting to query all members about revisions and approval of said minutes?

At this stage, they are but a draft. The secretary is free to do with them as he or she wishes. If there are any disputes, then those can only be properly resolved at the next meeting of the members.

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  • 1 month later...

To add to this discussion, the secretary at our annual meeting last year is not longer on the board or part of our organization and I am the new secretary.  Now, 10 months later I received his minutes, lacking names of who made motions, votes and then information such as "a lot of good stuff is happening and many people have contributed"  I deleted much of this text and created a "revised" document to submit that related decisions made and not the other "fluff"  I have been chastised "questions of ethics and integrity. Parliamentary procedure defines a place for any disagreement over the content of minutes and that is when they are read at the next Annual Meeting of the membership. At that time members can discuss and offer corrections as they see it."  

We do not have a policy in place for the board to approve minutes and I will make that suggestion at our next annual meeting.  His term ended the day after that annual meeting.  Am I out of line as the new secretary to submit my document?  Does Roberts Rules address this situation?

 

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Yes, parliamentary procedure does allow for disagreement over the content of the minutes when they are being approved.  Anyone complaining about the changes you made to the draft can discuss and offer correction as they see fit when the minutes are pending.  Meanwhile, you can do what you want with your draft, which is just your notes.

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  • 2 weeks later...

A new source of contention to this is that the old secretary submitted the minutes in a font size that takes up 6 pages and I wanted to decrease it to fit on 2 pages double sided.  Other board members believe that this is out of line and that I am still altering the minutes even though the wording has not changed.

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