Rescinding part of minutes

[DazedandConfused]

Hello helpful ones:

I am secretary for a three member board. We are required to have one meeting per year, but must submit our minutes to a governmental authority to be published. Given the length of time between meetings and the possibility that there may be completely different members at the next meeting, the board has always approved its minutes before distribution rather than wait a year to approve them at the next annual meeting.

Our latest minutes included a handout which the governmental authority determined had several inaccuracies. That authority will not post the inaccurate handout and wants the information to be corrected or rescinded.

The board unanimously agreed, via email, that it wants to issue amended minutes that would rescind the handout. (The State in which we live allows "electronic" meetings if they are agreed to by all board members.)

Do I write new minutes for the electronic meeting showing the board rescinded the handout for the previous minutes, then amend the previous minutes and send them out with the new minutes?

Or do I rewrite the previous minutes, indicating they are "amended" and note that the handout was rescinded by unanimous agreement of all board members.

(Sorry if this seems obvious to everyone, but this is my first time writing minutes and I'm confused.)

Thank you ahead of time. 

[Chris Harrison]

It sounds like this "electronic meeting" would be considered a Special Meeting.  Do your bylaws specifically authorize the calling of Special Meetings of the Board (and if so were all requirements for calling one followed)?  If not, I am not sure that the rescission of the handout would be valid though any applicable laws and rules of the organization and governmental authority may change the calculus.

[DazedandConfused]

There are no bylaws -- it is a Public Improvement District. In addition, the PID is required to hold only one meeting per year where the community taxpayers are invited. All other meetings are at the discretion of the board members and do not require any notification of the taxpayers.

 

Edited January 15, 2019 at 03:29 AM by DazedandConfused

[Guest Zev]

Out of curiosity, where did this so-called "handout" come from? Was this a creation of the PID or a creation of a governmental agency that was either transcribed inaccurately or subsequently amended and your version now does not match theirs? Or perhaps something else?

[DazedandConfused]

The board created the document and used words such as "easement" instead of "right of way". The governmental agency didn't like the words used so asked for revision or rescission. We chose to rescind. 

Edited January 15, 2019 at 09:53 PM by DazedandConfused

[Guest Zev]

I assume that you then provided the governmental agency with a redacted version of your minutes; not inaccurate but just minus the part they objected to, and this has mollified them. Your own internal minutes, however, remain as they were showing the previous actions and later the "correction" you made as a result of the agency's request. If anyone asks you can show them the history of this subject and how you complied. Problem solved.

[DazedandConfused]

Thank you. That is what we did.