New Board approving Past Board minutes

[EAult]

Does a new Board, with some new members, vote on and approve minutes from the old Board from the last meeting last year? Can they request changes to those minutes?

[George Mervosh]

When there is going to be a change in membership like that, the prior members, at their final meeting, should have appointed a committee of a few members to approve the minutes of that meeting.   They didn't, obviously, but your new crew can appoint a commitee to actually approve them and bring your board back a set of approved minutes.  

[EAult]

Thank you, that was very helpful.

[Hieu H. Huynh]

And the board can make additional corrections.

[jstackpo]

And to be precise, you don't have a "New Board".  It is the same old board, just with a few new people (even all of them).

[Kim Goldsworthy]

1 hour ago, EAult said:

Q1.) Does a new Board, with some new members,

vote on and approve minutes from the old Board from the last meeting last year?

Q2.) Can they request changes to those minutes?

A1.) It is a common myth that "Minutes can only be approved (or amended) by the same subgroup of members who were present at that given meeting."

That myth is false.

A2.) Your "new" board need not ask permission from anybody regarding "May we edit those minutes?"

The minutes of 10 years ago (or 100 years ago!) belong to the board, and are subject to amendment (correction), regardless of the change in personnel over the years.

 

[Richard Brown]

1 hour ago, George Mervosh said:

When there is going to be a change in membership like that, the prior members, at their final meeting, should have appointed a committee of a few members to approve the minutes of that meeting.   They didn't, obviously, but your new crew can appoint a commitee to actually approve them and bring your board back a set of approved minutes.  

George, I agree, but wouldn't the "new board" (the "new crew") have to wait until their first meeting to create and/or approve the minutes?  New officers typically assume office upon adjournment of the annual meeting or upon some specified future date.  If the "new crew" takes over before the end of the meeting at which they are elected, that would be easy to accomplish.   If not, it seems to me the outgoing secretary (who might well be the incoming secretary as well) should prepare the minutes as usual and arrange for someone  to have them at the next board meeting for approval.

[George Mervosh]

15 minutes ago, Richard Brown said:

George, I agree, but wouldn't the "new board" (the "new crew") have to wait until their first meeting to create and/or approve the minutes?  

Yes, at a meeting.

[Richard Brown]

16 minutes ago, George Mervosh said:

Yes, at a meeting.

Actually, my post didn't say what I had intended it to say.  Unless the "new crew" takes over DURING the election meeting, it will have to wait until the next meeting  to even appoint a committee to draft the minutes.  So, why not just have the outgoing secretary, or any other member, prepare the minutes and bring them to the first board meeting of the "new crew"? 

[George Mervosh]

5 minutes ago, Richard Brown said:

Actually, my post didn't say what I had intended it to say.  Unless the "new crew" takes over DURING the election meeting, it will have to wait until the next meeting  to even appoint a committee to draft the minutes.  So, why not just have the outgoing secretary, or any other member, prepare the minutes and bring them to the first board meeting of the "new crew"? 

I really couldn't care less what they do now.  What should have been done by the outgoing board at their final meeting and what they didn't do, is what's causing concern to our OP.  I'm sure EAult's board will follow the proper procedure on their way out of the door. (RONR, pp. 474-475)

Edited October 3, 2016 at 05:39 PM by George Mervosh

[Richard Brown]

I'm willing to bet that' what's concerning our original poster is what to do about it NOW! 

 

[George Mervosh]

1 hour ago, Richard Brown said:

I'm willing to bet that' what's concerning our original poster is what to do about it NOW! 

 

See post #2 for a very good idea.....which makes me wonder why we are on post #11?

[Richard Brown]

1 hour ago, George Mervosh said:

See post #2 for a very good idea.....which makes me wonder why we are on post #11?

Because post # 2 by you was a "coulda, shoulda, woulda" and we are already past that.  They screwed up.  Our poster wants to know what to do now that they didn't do it like they should have.  Your suggestion to have the "new crew" appoint a committee to draft and approve new ones can be done only if there is an intervening board meeting... which really isn't necessary because the outgoing secretary (or any other member) can prepare the minutes and have them at the first board meeting of the "new crew" for approval.  Your method requires two board meetings before the board gets an approved set of minutes.  My suggestion lets them have approved minutes at the next meeting... no intervening meeting necessary.   Either method will work, though.

Edited to add:  for the benefit of EAult, the "new crew" can appoint a committee only in a bona fide meeting.  They cannot  make appointments outside of a meeting.  They have to wait until the next meeting in order to appoint a committee if the annual meeting is already over.

Edited again to add:  The chairman can, though, informally ask a member or group of members if they will see to it that minutes are ready for approval at the next meeting.  That wold be permissible.  It's just not an official committee.  It's just somebody or a group of people  doing the chairman a personal favor to help expedite things.  Anybody else or any other group of members could do the same thing. 

Edited October 3, 2016 at 09:17 PM by Richard Brown
Added the last two paragraphs

[Steven Britton]

7 hours ago, EAult said:

Does a new Board, with some new members, vote on and approve minutes from the old Board from the last meeting last year? Can they request changes to those minutes?

It depends whether the previous board took action as Mr. Mervosh has described. If they haven't, they could also  appoint a committee as Mr. Mervosh has described . But, there is nothing that prohibits the "new" board from approving the minutes. RONR, 11th ed., p. 355 ll. 7 - 9, states, "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."

Also, if  these draft minutes come before the new board at its  first meeting, it would utilize the same procedure for approval as any other assembly, and as described on pp. 354 - 355.

[Shmuel Gerber]

On 10/3/2016 at 5:10 PM, Richard Brown said:

Because post # 2 by you was a "coulda, shoulda, woulda" and we are already past that.  They screwed up.  Our poster wants to know what to do now that they didn't do it like they should have.  Your suggestion to have the "new crew" appoint a committee to draft and approve new ones can be done only if there is an intervening board meeting... which really isn't necessary because the outgoing secretary (or any other member) can prepare the minutes and have them at the first board meeting of the "new crew" for approval.  Your method requires two board meetings before the board gets an approved set of minutes.  My suggestion lets them have approved minutes at the next meeting... no intervening meeting necessary.   Either method will work, though.

Richard,

Nobody said anything about drafting new minutes until you raised the point. Presumably, the secretary already drafted the minutes in time for the next board meeting, and Mr. M. simply stated that as an alternative to directly approving the minutes of the previously constituted board, which the OP seemed to think presents a problem, the new board can appoint a committee (which would most logically be composed of members who were present at the previous meeting) to approve them.

[Guest Perplexed]

Our entire  board (save me) resigned, including the chair after the last meeting.  I am the last man standing, as it were. We have advertised for and approved new board members.  How do I, as the new chair, get the last meeting minutes approved?

[George Mervosh]

13 minutes ago, Guest Perplexed said:

Our entire  board (save me) resigned, including the chair after the last meeting.  I am the last man standing, as it were. We have advertised for and approved new board members.  How do I, as the new chair, get the last meeting minutes approved?

See Mr. Gerber's post here, especially the second and third bullet points.  https://robertsrules.forumflash.com/topic/25416-important-read-this-first-faq-and-information-for-new-members-and-guests/