Who officially approves the minutes

[Guest Secretary]

There is a meeting tonight but there will not be a quorum. The vp and secretary will be there. Can the minutes be approved before hand by the board members through email? In our bylaws, it’s stated that we can adopt voting methods by computer access. But I’m not sure if it was adopted or needs to be adopted by vote at the meeting. 

[Chris Harrison]

Absentee voting (which voting by email would be a form of) is not allowed unless the bylaws specifically provide for it.  We can't interpret bylaws here so we can't tell you what the bylaw provision you mentioned above means. 

[Dan Honemann]

1 minute ago, Guest Secretary said:

There is a meeting tonight but there will not be a quorum. The vp and secretary will be there. Can the minutes be approved before hand by the board members through email? In our bylaws, it’s stated that we can adopt voting methods by computer access. But I’m not sure if it was adopted or needs to be adopted by vote at the meeting. 

Can you explain what you mean when you say that your bylaws provide that you "can adopt voting methods by computer access"?  Better yet, perhaps you can provide an exact quote. 

Unless your bylaws provide otherwise, approval of minutes must take place at a regular or properly called meeting at which a quorum is present.

[Guest Secretary]

2.8. Voting. The voting rights of the Members shall be as set forth in the Declaration and in these By-Laws, and such voting rights provisions are specifically incorporated by this reference. The Board may adopt policies and procedures regarding the methods of casting votes, such as written ballots, secret ballots or computer access.

 

[Guest Secretary]

My main question is can the minutes be approved outside the meeting? 

[Dan Honemann]

2 minutes ago, Guest Secretary said:

My main question is can the minutes be approved outside the meeting? 

Unless your bylaws provide otherwise, approval of minutes must take place at a regular or properly called meeting at which a quorum is present.

[Weldon Merritt]

2 hours ago, Daniel H. Honemann said:

Unless your bylaws provide otherwise, approval of minutes must take place at a regular or properly called meeting at which a quorum is present.

Dan, would such a rule have to be in  the bylaws, or would a special rule of order suffice. For example, could an SRO validly provide that if there is no quorum at a particular meeting (say Meeting #2), the minutes of the previous meeting (Meeting #1) may be approved by the board of directors rather than being held for the next regular meeting?

[Dan Honemann]

12 hours ago, Weldon Merritt said:

Dan, would such a rule have to be in  the bylaws, or would a special rule of order suffice. For example, could an SRO validly provide that if there is no quorum at a particular meeting (say Meeting #2), the minutes of the previous meeting (Meeting #1) may be approved by the board of directors rather than being held for the next regular meeting?

I think such a special rule of order can be validly adopted by the membership's assembly, but I think it will take a bylaw provision in order to authorize any entity to approve minutes outside of a regular or properly called meeting at which a quorum is present.

[Weldon Merritt]

4 hours ago, Daniel H. Honemann said:

I think such a special rule of order can be validly adopted by the membership's assembly, but I think it will take a bylaw provision in order to authorize any entity to approve minutes outside of a regular or properly called meeting at which a quorum is present.

Thanks, Dan. That makes sense.

[Gary Novosielski]

22 hours ago, Guest Secretary said:

My main question is can the minutes be approved outside the meeting? 

No.  (But see below).