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Guest Kellen S

Reflecting an Approval in between meetings

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Guest Kellen S

Hello - at our last board meeting, the board agreed to revise a board responsibilities document (not a part of the by-laws). It was agreed that the proposed changes would be sent via email. So, we sent the changes and asked for #1- Approval to consider this matter over email and #2 Approval of the revised responsibilities document. Each board member has replied to provide their approval, so it is unanimous. My question is this - what's the best way to reflect this unanimous approval to the board responsibilities document, since it's in between our quarterly meetings? Should we do an addendum to last meetings' minutes? A standalone document we can send to the board meetings? I was unable to find a straightforward answer on best practices for this. Thank you! 

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14 minutes ago, Guest Kellen S said:

Hello - at our last board meeting, the board agreed to revise a board responsibilities document (not a part of the by-laws). It was agreed that the proposed changes would be sent via email. So, we sent the changes and asked for #1- Approval to consider this matter over email and #2 Approval of the revised responsibilities document. Each board member has replied to provide their approval, so it is unanimous. My question is this - what's the best way to reflect this unanimous approval to the board responsibilities document, since it's in between our quarterly meetings? Should we do an addendum to last meetings' minutes? A standalone document we can send to the board meetings? I was unable to find a straightforward answer on best practices for this. Thank you! 

I would first note that RONR does not permit a board to take action by email, even with unanimous approval. So I would first check your rules and applicable law to see whether they authorize the board to take action in this manner. If they do not, the board will need to ratify this decision at its next regular meeting, or at a special meeting called for the purpose, and this will be recorded in the minutes of that meeting.

If your rules do permit such actions, but provide no guidance on how they are to be recorded, the board will have to decide how to best record these actions.

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1 hour ago, Guest Kellen S said:

at our last board meeting, the board agreed to revise a board responsibilities document. . . .

I agree with the response by Mr. Martin but would add that you should make sure that the board, rather than the general membership, has the authority to revise the rules in this document.  We don't know what this "board responsibilities document" provides for.  If it's a document (or set of rules) that provide for various responsibilities, powers or duties of the board, it may be that only the general membership can do that.  The board has only those powers granted to it in the bylaws or by virtue of motions adopted by the membership.  Unless granted the power to do so in the bylaws, it can't just grant itself additional powers.

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