approving Minutes without a quorum

[jrice]

I need help with this topic and don't see a final answer above.  I had a regular meeting in September of my seven-member board with only four members in attendance; one was an alternate.  At the next meeting in November, my Minutes were prepared and on the agenda for approval.  My By-Laws state a quorum is a majority out of four.  There were only three members from the September meeting in attendance at the November meeting.  There were six members total present at the November meeting.  The Minutes were pulled from the agenda and continued to the next meeting scheduled for December because there were only three members that attended the September meeting at the November meeting and the other members present (at the November meeting, abstained from voting on approval since they had not attended the meeting), so they were not approved in November.

I may have an issue in December where I still won't have a quorum of the four who attended in September so the Minutes can finally be approved.  

What do I do?  Can I ask the fourth absentee to submit a written vote for the December meeting if she is absent in December as expected?  Can I file the Minutes without having them approved? I'm afraid if I push this off to our first meeting next year I won't have the same Board members due to the election.

[Joshua Katz]

There is, in fact, no problem, except that the minutes should not have been "pulled from the agenda" in the first place. The minutes may be approved so long as a quorum is present; it matters not whether those present when the minutes are approved were present at the meeting which the minutes memorialize. 

I was about to write that anyone may vote on the minutes, but that isn't quite true, because, in fact, you don't vote on the minutes. The proper procedure is for the chair to ask for corrections, and once any have been handled, to declare the minutes adopted. In any case, all members present when the minute are considered may fully participate.

Lest you worry that those who were not present have no way to know what the minutes should say, note that they may well know something on the topic. For instance, if I were absent and the minutes record me as making a motion, I know that is incorrect. Similarly, there is no need to worry about unfairness to those who were present but are then absent when the minutes are approved - they had every right to attend a meeting where they knew the minutes would be considered, but chose not to. Further, after approval, the minutes can still be amended by the motion to amend something previously adopted. 

Edited to add one more thing: Even if a "new board" considered the minutes of a previous board, that would be fine too. 

Edited November 2, 2018 at 09:40 PM by Joshua Katz

[jrice]

What a relief!  Thank you so much Mr. Katz.  I truly appreciate your assistance on this.  Now all I have to do is convince them they don't have to abstain just because they weren't there.  I will print out your explanation.  😊

[Josh Martin]

5 minutes ago, jrice said:

What a relief!  Thank you so much Mr. Katz.  I truly appreciate your assistance on this.  Now all I have to do is convince them they don't have to abstain just because they weren't there.  I will print out your explanation.  😊

It must also be understood that even if these members choose to abstain, this has nothing to do with whether a quorum is present. The quorum is the minimum number of members who must be present. So long as they remain in the room, they still count toward the quorum.

[jrice]

Thank you Mr. Martin.  I understand that now that you explained it.  

[Gary Novosielski]

On 11/2/2018 at 5:46 PM, jrice said:

What a relief!  Thank you so much Mr. Katz.  I truly appreciate your assistance on this.  Now all I have to do is convince them they don't have to abstain just because they weren't there.  I will print out your explanation.  😊

Another reason they don't have to abstain is because, as Mr Katz   pointed out, no vote is taken.  There may be votes on corrections, if there is an objection or amendment to the correction, and all members may freely vote on those, but the only way to object to approval of minutes is to offer a correction.  Once no more corrections are offered, the chair announces that the minutes stand approved with no "final vote".

[jrice]

Thank you Mr. Novosielski.