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Waiting for minutes to be approved


Dave
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 A member of our organization has asserted that actions taken during a Board of Directors meeting are not complete until the minutes of the meeting have been read and approved by the board. For example at our last board meeting the board elected a new chairman. The minutes of that meeting have not yet been read and approved. is the election of the chairman valid or not

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The member is incorrect.  Motions take effect immediately upon the announcement by the chair that the motion has been adopted, except in the case where a motion contains a proviso delaying its effective date until some future time or contingency.

Approval of minutes has no bearing on the situation.   Ask the member for a citation in RONR supporting his claim.  He will be unable to provide one.

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23 hours ago, Gary Novosielski said:

The member is incorrect.  Motions take effect immediately upon the announcement by the chair that the motion has been adopted, except in the case where a motion contains a proviso delaying its effective date until some future time or contingency.

Approval of minutes has no bearing on the situation.   Ask the member for a citation in RONR supporting his claim.  He will be unable to provide one.

I agree. If desired, or otherwise needed for documentation, it is perfectly reasonable (in my opinion), for the Secretary (or other official, perhaps) to sign a certification of the motion or resolution that was approved. One example where this is common might be for a change of signatories on a bank account.

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On 1/8/2017 at 2:46 PM, Gary Novosielski said:

Approval of minutes has no bearing on the situation.   Ask the member for a citation in RONR supporting his claim.  He will be unable to provide one.

Or, if you want to punish him for making such claims, ask him the following questions:

When does a meeting adjourn?
If a motion is made, amended, and adopted, which version was adopted?  It can't be the amended version, since according to you, the amendment doesn't take effect until the next meeting.

Is there any way to, at a meeting, decide to spend money before the next meeting?

Suppose a motion is adopted at meeting 1, and the minutes of meeting 1 are approved at meeting 2.  That approval of minutes doesn't take effect, according to you, until the minutes of meeting 2 are adopted, presumably at meeting 3.  But wait - that approval doesn't take effect until those minutes are approved at meeting 4...so no decision ever takes effect.

It takes a majority to adopt the minutes if there is objection.  A tie vote, of course, makes a motion fail.  Therefore, it takes less than a majority to, in effect, rescind a motion adopted by a majority, in violation of the rule that it takes something greater to rescind than was required to adopt initially.

A majority at one meeting can simply, by amendment, change the past and eliminate things done at a past meeting, even things done by a 2/3 vote (or 7/8 - consider the case of a convention where the board is empowered to adopt the minutes.  Oh, speaking of which - in the event of disputed delegations, when may the people seated by the convention vote?  Presumably only after the minutes are adopted...)

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3 hours ago, g40 said:

One way to think of this is that if you accept that argument/logic, no organization operating under RONR could do or decide anything mandating actions be carried out  until the minutes of one meeting were approved at the next meeting.

And not then, either, since the approval of the minutes itself doesn't take effect until the next meeting, when the minutes including that approval are approved...

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