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Guest Merrily

Approving minutes

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Guest Merrily

We are an international society which holds formal face-to-face meetings twice a year.  Conference call meetings occur in between.  New officers are elected every 2 years.  

Issue:  January of 2018 produces new officers and new members of a particular assembly of the society.  During their first meeting of 2018, they are to approve the minutes of the December 2017 face-to-face meeting, at which, none of the new officers attended.  This scenario is true for all 20 of our society's assemblies.  

Question:  Since it is unlikely the previous assembly members will have time/opportunity to approve their minutes from the December meeting, can we apply RONR p 355, lines 8-11:  "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"?

Thanks for your help!

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I'm not sure what you are asking. The bottom line is that there is no requirement that a member have been present at a prior meeting in order to vote to approve the minutes of that meeting. If all of the members are new now and none of them attended the previous meetings, so be it. They may still, in fact must still, approve the minutes.

For the future, you do have other alternatives. At each meeting, the assembly my adopt a motion appointing a committee for the purpose of approving the minutes of that meeting. In lieu of a motion creating a committee, you may also grant the board, if there is a board,  authority to approve the minutes. As a third alternative, you may also amend the bylaws to provide that the board has authority to approve the minutes or the bylaws may be amended to create a standing committee for the approval of minutes.

For assemblies which meet less often than quarterly, you should not hold the minutes over from one meeting to another for approval. Instead, they should be approved by one of the methods I mentioned above. Even if the board or a committee approves the minutes, the assembly may still make further corrections the next time it meets.

If this assembly does meet at least as often as quarterly, such as monthly, you may, of course, approve the minutes of each meeting at the next meeting, regardless of whether there has been a turnover in membership.

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Agreeing with Mr. Brown, to the extent the original question implied that people who are not now members of the assembly should vote on a question before that assembly (including past minutes), that is incorrect and they should not.

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Guest Merrily
2 hours ago, Richard Brown said:

Thank you, Richard, for your speedy reply!  

The new Chair of one of our assemblies expresses his concerns this way:  " I personally will not (and nobody could) approve minutes of a meeting which I did not attend. Approving means also testifying that "things happened like that". Of course we cannot testify that, if we did not attend."

Is RONR p 355, lines 8-11 ("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") the right place to reference regarding this rule? 

Also, could you give me an example(s) of things that could be corrected in minutes - especially by someone who didn't attend the meeting?  Obviously, motions passed are motions passed and no changes can be made to those.

 

 

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Guest Merrily

 

1 hour ago, Joshua Katz said:

Agreeing with Mr. Brown, to the extent the original question implied that people who are not now members of the assembly should vote on a question before that assembly (including past minutes), that is incorrect and they should not.

Thanks for the clarification - no, past members of the assembly are no longer involved in any proceedings of the assembly after their terms expire.

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If the "new Chair" is concerned, just tell him that he need not say anything.   Note that the "Approval  process" - page 354-355 - does not require an actual motion to "approve" being voted on by the  membership. The chair just asks for corrections (these can be voted on if there is disagreement) and then declares the minutes  "approved".

What might a non-attendee (at the prior meeting) offer as a correction?  Maybe an error in a name or the like.   Or perhaps something was attributed, in error, to the then absent member.  Or perhaps there was some information in the minutes (content of debate, for example) that the member knew, on general principles, shouldn't be in the minutes in the first place. He could move a correction to strike that material from the minutes.

Edited by jstackpo

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27 minutes ago, Guest Merrily said:

The new Chair of one of our assemblies expresses his concerns this way:  " I personally will not (and nobody could) approve minutes of a meeting which I did not attend. Approving means also testifying that "things happened like that". Of course we cannot testify that, if we did not attend."

Is RONR p 355, lines 8-11 ("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") the right place to reference regarding this rule?

Yes, this is the correct rule to reference in regard to whether members may vote on corrections for minutes of meetings they did not attend. The member in question is free to personally abstain from voting on corrections to the minutes if he wishes. The member also appears to be under the impression that there is a final vote on the approval of the minutes, which is not correct. After any corrections are handled, the chair declares the minutes approved.

With that said, however, I think the member’s concerns are still valid. The member is absolutely correct that the purpose of approving the minutes is to verify that they are an accurate record of what occurred at the meeting in question. As a result, it is very helpful if a.) some of the members who are approving the minutes were present at the meeting in question and b.) said members can actually remember what happened. As a result, RONR suggests that if the meetings are more than a quarterly interval apart or there has been a periodic change in membership, the board, or a committee appointed for this purpose, should be authorized to approve the minutes. It seems to me that both circumstances apply in this case. Since it seems this was not done at the last meeting, you’ll have to make do in this case, but it’s good advice to keep in mind for the future.

27 minutes ago, Guest Merrily said:

Also, could you give me an example(s) of things that could be corrected in minutes - especially by someone who didn't attend the meeting?

Corrections would be made to the minutes for two main reasons:

a.) Some aspect of the minutes inaccurately records what occurred at the meeting. For instance, perhaps a vote count, or the wording of a motion, was not correctly recorded.

b.) Some aspect of the minutes is not in accordance with the rules for taking minutes. For instance, perhaps the minutes include the discussion on a motion, rather than simply the text of the motion itself.

It will be somewhat more difficult for members who were not present at the meeting in question to make corrections regarding the accuracy of the minutes, but it is not inconceivable. If the minutes suggest that the absent member made a motion at the meeting in question, for instance, the member will presumably know this is not correct. The fact that the member was absent at the meeting in question should not have much effect on his ability to offer a correction on the basis of complying with the rules pertaining to minutes. If the minutes record the words a member said in debate, for instance, it is not necessary for the member to know whether those words are accurately recorded to know that they should not be included in the minutes.

27 minutes ago, Guest Merrily said:

Obviously, motions passed are motions passed and no changes can be made to those.

If the wording of the motion in the minutes is in error (that is, it does not accurately reflect the wording used by the chair when he put the question), that error should be corrected.

If all you are trying to say is that changing the minutes is not the appropriate tool to use simply because the assembly does not approve of the motion, then I agree. In that event, it is the motion which needs to be rescinded or amended. The minutes should still accurately record the motion as it was adopted at that meeting.

3 hours ago, Richard Brown said:

If this assembly does meet at least as often as quarterly, such as monthly, you may, of course, approve the minutes of each meeting at the next meeting, regardless of whether there has been a turnover in membership.

More precisely, it depends on why there has been a turnover in membership. If individual members have joined or left the assembly, that has no effect on the approval of the minutes.

If there has been a periodic change in the membership (such as would happen in an elected board), however, the situation should be handled the same as if the next meeting were more than a quarterly interval away. The OP stated that “January of 2018 produces new officers and new members of a particular assembly of the society.” This sounds like a “periodic change in membership” to me.

Edited by Josh Martin

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Guest Merrily
22 hours ago, Josh Martin said:

With that said, however, I think the member’s concerns are still valid. The member is absolutely correct that the purpose of approving the minutes is to verify that they are an accurate record of what occurred at the meeting in question. As a result, it is very helpful if a.) some of the members who are approving the minutes were present at the meeting in question and b.) said members can actually remember what happened. As a result, RONR suggests that if the meetings are more than a quarterly interval apart or there has been a periodic change in membership, the board, or a committee appointed for this purpose, should be authorized to approve the minutes. It seems to me that both circumstances apply in this case. Since it seems this was not done at the last meeting, you’ll have to make do in this case, but it’s good advice to keep in mind for the future.

Thank you all for a great discussion!  If you can bear with me a little longer, I'd like to give more specifics about our society and how we operate:

  • An overarching Board is responsible for the management and operations of the society
    • The Board is made up of elected officers and elected members-at-large
    • Officers are elected every 2 years
    • Members-at-large have staggered terms so 1/3 is elected each year
  • The Board has 5 assemblies reporting to it and each of those assemblies has 2 to 5 assemblies reporting to it
  • There are also 6 standing committees that report to the Board
  • All assemblies and standing committees hold two face-to-face meetings each year - in June and December
  • Most assemblies hold meetings via conference calls in between

So, to Josh's point, there is a periodic change in membership for these assemblies every 2 years and 1/3 of the members-at-large are elected each year.  

Our difficulties always surround the December meetings.  Our bylaws say that the unapproved minutes for these meetings must be submitted to assembly members within 30 days of the meeting which takes us into the new year.  By then, the membership attending the meeting covered in the minutes has changed and, most often, the Chair of the assembly is different.  More than likely, the new Chair will conduct a meeting via conference call, at which time, the minutes of the December meeting must be addressed - this meeting is probably about 2 to 3 months after the December meeting.  

Questions/comments:

  1. Since there is a periodic change in membership for our assemblies, does that automatically mean the Board (or a committee appointed for this purpose) must approve the minutes?
  2. If the Board has to approve the minutes, only a small number (or zero) of the Board members will have actually attended the meeting.  That would be essentially no different than the new Chair and the new assembly members approving the minutes.  What would be the suggested make-up for the "committee appointed for this purpose?"  Would it be a subset of the members at the time the meeting was held?
    • The mechanics of creating an individual "committee appointed for this purpose" for each of our assemblies would be quite burdensome.
    • Having the Board approve the minutes results in the same situation of asking people to approve minutes of a meeting they didn't attend.
  3. Looking at those two alternatives, I'm inclined to defer to RONR p 355, lines 8-11 and advise those concerned about participating in the approval of minutes of a meeting they did not attend to simply withdraw from the process.  (Thank you for pointing out that there isn't a "vote" to approve the minutes, rather the lack of any corrections results in the approval thereof.

Your thoughts and comments would be most appreciated!

 

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Guest Who's Coming to Dinner

It's not automatic. RONR says "should be appointed," which implies that your organization must create a rule in order for the board or a committee to properly approve the minutes.

I'm not clear on exactly who is meeting twice a year. Is it all the assemblies in some kind of plenary session? Or do they meet individually?

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Guest Merrily
5 minutes ago, Guest Who's Coming to Dinner said:

It's not automatic. RONR says "should be appointed," which implies that your organization must create a rule in order for the board or a committee to properly approve the minutes.

I'm not clear on exactly who is meeting twice a year. Is it all the assemblies in some kind of plenary session? Or do they meet individually?

All assemblies meet twice a year in individual meetings.  Our society presents two major international conferences (5 days) each year (June and December).  The meetings of our assemblies take place on location at these conferences.  The assemblies meet over the course of 3 days prior to the meeting of the Board.

Regarding the committee which "should be appointed" to approve the minutes, is the intent to find a group of people who were in attendance at the meeting for the particular minutes?  Or, is the intent just to hand off the responsibility of approving the minutes to a group other than the current members of the assembly?

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Guest Who's Coming to Dinner

I would say it's up to the individual assemblies to appoint a committee to approve their face-to-face meeting minutes. If they don't, then they will have to wait until their first subsequent conference call meeting, which is not recommended because of the change in membership. In any case, the board will not be approving minutes of member assemblies because the board only approves board minutes.

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1 hour ago, Guest Merrily said:

Regarding the committee which "should be appointed" to approve the minutes, is the intent to find a group of people who were in attendance at the meeting for the particular minutes?  Or, is the intent just to hand off the responsibility of approving the minutes to a group other than the current members of the assembly?

The intent is to not wait for several months to a year before the minutes are approved.  Not only do memories fade, but it is sometimes necessary to have a record of what transpired rather quickly, such as producing a copy of the minutes for your bank to make changes in signatories on your bank accounts due to the election of new officers.  It seems reasonable to assume that members who were present at a meeting might have better knowledge of what transpired than would members who were not present at the meeting.  So, it seem reasonable to me to appoint a minutes approval committee from among the members who were in attendance, but there is no rule which says that is the way it must be done.

For the future, it might be best for your organization to consider an amendment to its bylaws, or perhaps the adoption of a special rule of order, regarding a procedure for approval of the minutes.

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And if you, collectively, appoint members who are at the meeting to the "Minutes Approval Committee" be sure to do so as near the start of the meeting as possible.   That way, they might pay (more) attention than otherwise.  (You should be so lucky.)

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18 hours ago, Guest Merrily said:

Questions/comments:

  1. Since there is a periodic change in membership for our assemblies, does that automatically mean the Board (or a committee appointed for this purpose) must approve the minutes?
  2. If the Board has to approve the minutes, only a small number (or zero) of the Board members will have actually attended the meeting.  That would be essentially no different than the new Chair and the new assembly members approving the minutes.  What would be the suggested make-up for the "committee appointed for this purpose?"  Would it be a subset of the members at the time the meeting was held?
    • The mechanics of creating an individual "committee appointed for this purpose" for each of our assemblies would be quite burdensome.
    • Having the Board approve the minutes results in the same situation of asking people to approve minutes of a meeting they didn't attend.
  3. Looking at those two alternatives, I'm inclined to defer to RONR p 355, lines 8-11 and advise those concerned about participating in the approval of minutes of a meeting they did not attend to simply withdraw from the process.  (Thank you for pointing out that there isn't a "vote" to approve the minutes, rather the lack of any corrections results in the approval thereof.

 Your thoughts and comments would be most appreciated!

1. The board (or a committee) is not automatically authorized to approve the minutes. The assembly may authorize the board (or a committee) to do so in a particular case by a motion, or in all cases by adopting a special rule of order.

2. I agree that authorizing the board to approve the minutes in this instance is not an improvement. A committee appointed for this purpose is preferable. It would be a subset of the members present.

I do not think this needs to be burdensome at all. In most assemblies of this nature, the Chairman appoints such a committee near the beginning of the meeting. It could be done in this manner:

”If there is no objection, the Chairman appoints Mr. A, Mrs. B, and Mrs. C as the minutes approval committee.”

See, not that hard. :)

3. In my view, what is said on that page is not at all intended to undermine RONR’s advice that the board or a committee appointed for the purpose should be authorized to approve the minutes when there is more than a quarterly interval between meetings or a periodic change in membership. It is certainly the case that members have the right to vote. It is also desirable, however, to ensure to some extent that the members who are approving the minutes generally overlaps with those who were present at the time and that the minutes are approved in a timely manner, to ensure that the minutes are, in fact, an accurate record of the meeting.

17 hours ago, Guest Merrily said:

Regarding the committee which "should be appointed" to approve the minutes, is the intent to find a group of people who were in attendance at the meeting for the particular minutes?  Or, is the intent just to hand off the responsibility of approving the minutes to a group other than the current members of the assembly?

The former, and in addition, to approve the minutes in a timely manner, so people can still remember what happened.

Since your meetings are six months apart, RONR would recommend this process even if there was no change in membership.

17 hours ago, Guest Who's Coming to Dinner said:

In any case, the board will not be approving minutes of member assemblies because the board only approves board minutes.

Well, they would be if authorized to do so, but in this case the board seems like a poor choice for that role.

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