Meeting following meeting without quorum & new board members

[Guest Amy Kinard]

We are in the following situation...

We did not have a quorum at our May Board meeting so we were unable to vote on the consent agenda (which includes minutes from the previous meeting and a financial report from the previous month). We then did not have quorum again at our June Board meeting, so no vote again on the consent agenda.The June Board meeting is the last of the year and therefore, the last meeting for many of our Board members. We have a new set of Board members (about half of the Board - due to some resignations, etc.) whose terms began on July 1, 2018. We did not have a Board meeting in July. Now we are about to have our August Board meeting, and I am not sure how to handle the consent agenda. Since it wasn't voted on in our last two meetings and we skipped a month, we have 3 months of minutes and 4 months of financials to approve. OR do we even consider the minutes from the two meetings when there was not quorum? We had discussions but didn't take any actions or vote. Can the new Board members vote on those items that pertain to months when they were not on the board? And if not, can the remaining board members who were members vote on that (but again, this would be about half of the board)? Any help on how to handle this is appreciated.

[Joshua Katz]

Unapproved minutes need to be approved once there is a meeting capable of doing so. The new board members can vote on approving the minutes, since the approval is an action taken by the body at the time it acts. That is, although it is a record of actions taken by a previous iteration of the board, approving it is something done by this board (or those members present at a properly-called, quorate meeting). If they choose to abstain because they don't know if the minutes are correct, they are free, but not required, to do so. 

That said, there should not be a vote at all on approving minutes. Instead, the chair should ask for corrections to the minutes. Each correction should be dealt with in turn, commonly by unanimous consent, but by majority vote (as an amendment to a pending motion) where needed. Once there are no further corrections, the chair should declare the minutes adopted. The body is not free to simply decide "well, there's nothing wrong with them, but we won't approve them," and so voting "no," absent an actual correction, doesn't mean anything. Hence, a vote is improper. So just apply the paragraph above to the vote on each amendment.

On the financial report, unaudited financial reports should not be the subject of any action by the body. Only audited reports should be approved, and the motion should be to adopt the report of the auditor.

[Richard Brown]

39 minutes ago, Guest Amy Kinard said:

do we even consider the minutes from the two meetings when there was not quorum? We had discussions but didn't take any actions or vote.

Yes, you should have (and approve) minutes of those meetings even though a quorum was not present.  The meetings were held even though not much was done.  The minutes from those meetings should  still reflect that the meetings were called to order but were adjourned due to lack of a quorum.  

[Joshua Katz]

Ah, missed that part. I agree with Mr. Brown, but would add that the minutes from those meetings (and from all meetings) should not include discussion. 

Edited August 9, 2018 at 04:51 PM by Joshua Katz

[jstackpo]

And just to be sure there is no misunderstanding about the minutes of the two inquorate meetings (and any other quorate ones as well) minutes should not contain  discussion or record of debate in general (p. 468: "what was done, not what was said" is all that belongs in mnutes.

So the inquorate meeting minutess should be exceedingly short since you didn't do anything (official) at those meetings.  "The meeting of the ... Association was called to order...  The meeting adjourned".  But you did meet so there should be a record of that fact, in case there is a "you must meet" rule in your bylaws.

[Guest Amy Kinard]

Thank you both for your comments. This is very helpful!

[Gary Novosielski]

5 hours ago, Joshua Katz said:

Ah, missed that part. I agree with Mr. Brown, but would add that the minutes from those meetings (and from all meetings) should not include discussion. 

For that matter, the (inquorate) meetings themselves should not include discussion, but I've seen some bylaws that allow it.