Delayed approval of Annual Meeting minutes

[Guest Steve]

At our recent Annual Meeting, the following motion was made by a member and approved by the membership:

.  A motion was made by xxxxxxxx  to accept the minutes (of the 2018 annual meeting) only if and when all the contingencies are met and pending a final corrected version is sent to all members for review.  The motion was seconded by yyyyyyyy.  The motion was passed.

Now, one month after the meeting, the Recording Secretary is sending out, in her words 'a revised submission of the 2018 Annual Membership Meeting Minutes' to the entire membership and asking them to email their vote to approve or not approve the revised minutes by a date 2 weeks out. She also states that she has revised a potion of the minutes relating to an incident that occurred at the meeting and the events leading up to the incident.

How can the Recording Secretary revise the minutes on her own?   When the motion was made to delay the approval of the minutes, there was no discussion of who would determine what needed to be corrected or who would determine a 'final' corrected version. If certain contingencies were to be met, shouldn't they have been listed in the motion?

How can the entire membership be asked to approve revised minutes without the benefit of seeing the minutes as initially presented at the annual meeting or knowing what 'contingencies' were to be met. Is it even proper to ask the entire membership to approve these minutes? Shouldn't the club wait and approve at the next meeting, even if it is a year off? As reference, the club only has one membership meeting a year, the annual meeting. There are approx 300 members of the club with approx 240 being voting members. There were only about 25 members at the 2018 meeting, but there were over 50 members at the 2019 meeting with a majority of the members at the 2018 meeting not attending the 2019 meeting. 

On a related issue, the attendance list of members attending the 2018 meeting cannot be found. The previous Recording Secretary and now Corresponding Secretary, is accusing the former President of not providing the attendance list. Isn't that the responsibility of the Recording Secretary to keep a copy of that list?

I have tried to summarize the issue a briefly as possible. If you would like addition information, I will be happy to provide what I can.

thanks

 

 

 

 

 

 

[Hieu H. Huynh]

Perhaps a committee could have been created for approval of the annual meeting minutes.

[Josh Martin]

18 hours ago, Guest Steve said:

At our recent Annual Meeting, the following motion was made by a member and approved by the membership:

.  A motion was made by xxxxxxxx  to accept the minutes (of the 2018 annual meeting) only if and when all the contingencies are met and pending a final corrected version is sent to all members for review.  The motion was seconded by yyyyyyyy.  The motion was passed.

Now, one month after the meeting, the Recording Secretary is sending out, in her words 'a revised submission of the 2018 Annual Membership Meeting Minutes' to the entire membership and asking them to email their vote to approve or not approve the revised minutes by a date 2 weeks out. She also states that she has revised a potion of the minutes relating to an incident that occurred at the meeting and the events leading up to the incident.

I would first note the following points of information:

• It seems extremely likely that the organization is doing something very wrong with its minutes, as they should not be the subject of such controversy. Generally, the culprits are one or more of the following: 1) The assembly is putting too much information in the minutes. The minutes are a record of what was done, not what was said. 2) The chair is failing to require that lengthy motions be submitted in writing, so that they may be exactly stated and exactly recorded in the minutes, and as a result, there is disagreement over the content of motions. 3) The assembly fails to understand the purpose of approving the minutes. The purpose is to confirm that they are an accurate record of what happened, nothing more.
• If an organization only meets annually, it should authorize the board or a committee appointed for the purpose to approve the minutes, rather than waiting until the next annual meeting to approve them.
• The motion which was made is confusing. Generally, when minutes are approved, any corrections are proposed and voted on at that time, and after any corrections are handled. If for some reason it is expected that the necessary corrections are so extensive that this is impractical, the proper course of action would be to postpone the approval of the minutes, or to refer the approval of the minutes to a committee. None of these things were done, and instead the assembly adopted a strangely worded motion, the meaning of which is unclear.

It seems to me that these departures from proper parliamentary procedure are what have led to this problem in the first place, and they should be addressed in the future to prevent future issues. In the interim, I suppose I will make my best attempt to resolve this mess.

18 hours ago, Guest Steve said:

How can the Recording Secretary revise the minutes on her own? When the motion was made to delay the approval of the minutes, there was no discussion of who would determine what needed to be corrected or who would determine a 'final' corrected version. If certain contingencies were to be met, shouldn't they have been listed in the motion?

I agree that the motion the assembly adopted makes no sense. I have suggested above what should have been done. It seems to me the Secretary has done her best to comply with the motion as she has now submitted a final corrected version for review. I do not know whether or not this version meets the “contingencies” referred to in the motion.

18 hours ago, Guest Steve said:

How can the entire membership be asked to approve revised minutes without the benefit of seeing the minutes as initially presented at the annual meeting or knowing what 'contingencies' were to be met.

This is an excellent question that the membership at the 2019 meeting probably should have thought of.

18 hours ago, Guest Steve said:

Is it even proper to ask the entire membership to approve these minutes?

Email voting is not permitted unless authorized by the bylaws.

18 hours ago, Guest Steve said:

Shouldn't the club wait and approve at the next meeting, even if it is a year off?

What the club should have done, as noted above, is to authorize the board or a committee appointed for the purpose to approve the minutes. It is not prudent to have the membership try to remember what happened at a meeting a year ago (let alone two years ago). If this had been done, the board or committee could have worked out all of these issues long ago.

Since the club failed to do this, however, it will indeed need to wait until the next regular meeting, even if it is a year off.

18 hours ago, Guest Steve said:

On a related issue, the attendance list of members attending the 2018 meeting cannot be found. The previous Recording Secretary and now Corresponding Secretary, is accusing the former President of not providing the attendance list. Isn't that the responsibility of the Recording Secretary to keep a copy of that list?

RONR does not require attendance lists and therefore has no guidance on whose job it is to keep them. Perhaps your rules say something on this matter.

[Guest Scott]

Thanks for attempting to make some sense to this mess.  I will let you know that the outgoing President had hired a PRP to assist running the meeting because it was expected to be contentious, but the first thing the membership did was to make and pass a motion to dismiss the PRP. It seems they wanted disorder which is what they got.

Since I posted last evening I reviewed the minutes as presented at the meeting and the revised minutes sent out by the Recording Secretary who was not on the board in 2018 but was at the meeting. The minutes have been completely rewritten. There were only 2 short paragraphs that were not revised and 6 paragraphs were entirely deleted. The entire context of some of the revised paragraphs is completely changed. This seems to me to be much more than corrections and would appear to be completely inappropriate.

The CLB allows for the board to conduct business by email.  The membership is only allowed to vote by mail or at the annual meeting, therefore it looks like they need to wait until the 2020 annual meeting to finally approve the 2018 minutes along with the 2019 minutes

Again , Thanks for your comments and suggestions