Draft Minutes Corrections and Approval

[Linda Headland]

Can the membership be indefinitely denied their opportunity to make corrections to the groups emailed published draft-minutes?  Can these draft-minutes be officially approved by the board members  alone? I ask this question because the minutes procedure has been completely removed from our membership meetings. The secretary continues to take notes during the meeting which are later emailed as the draft-minutes, and yet, there is no opportunity for the membership to make corrections nor to vote their approval.    

[George Mervosh]

29 minutes ago, Linda Headland said:

Can the membership be indefinitely denied their opportunity to make corrections to the groups emailed published draft-minutes?  Can these draft-minutes be officially approved by the board members  alone? I ask this question because the minutes procedure has been completely removed from our membership meetings. The secretary continues to take notes during the meeting which are later emailed as the draft-minutes, and yet, there is no opportunity for the membership to make corrections nor to vote their approval.    

The answers are no and no (unless authorized by the membership in certain circumstances).

If the society's regular sessions are held within a quarterly time interval (pp. 89-90), the reading and approval of the minutes is first item of business under the standard order of business.  RONR (11th ed.), pp. 353-355.

If society's sessions are held less often than a quarterly time interval, the board or a committee appointed for the purpose should be authorized to approve the minutes.  RONR (11th ed.), pp. 474-475.  The board cannot take it upon themselves to approve those minutes though.  It must be authorized by the membership.

Not having approved minutes is simply not acceptable.

 

Edited January 30, 2020 at 09:56 PM by George Mervosh

[Richard Brown]

Ms Headland, I’m curious:  who is denying the assembly the right to approve the minutes and what reason is being given for it?  

[Atul Kapur]

47 minutes ago, George Mervosh said:

If society's sessions are held less often than a quarterly time interval, the board or a committee appointed for the purpose should be authorized to approve the minutes.  RONR (11th ed.), pp. 474-475. 

And, even after the board or committee (often called the "Minutes Approval Committee") has approved, the minutes, any member at any future membership meeting can move to correct them by using the motion Amend Something Previously Adopted (p. 475, lines 18-24).

And, just for @Richard Brown, I will note that the motion is not to Amend Something Previously Approved. 😉

[Richard Brown]

15 minutes ago, Atul Kapur said:

And, just for @Richard Brown, I will note that the motion is not to Amend Something Previously Approved. 😉

Did I say that in this thread? I don’t see it. Regardless, if I said it somewhere, anywhere, in another thread, it was inadvertent. We’ve had so many discussions here lately about approving minutes, I possibly had “approval” bouncing around in my brain and it just popped out, as if it was looking for an escape route!. 😊

[Atul Kapur]

No, you didn't say that. I was just teasing you about your regular reminders of what is done with minutes and that there is no mention -- aaanywhere in RONR -- that minutes are "adopted."

😀

[Richard Brown]

1 hour ago, Atul Kapur said:

No, you didn't say that. I was just teasing you about your regular reminders of what is done with minutes and that there is no mention -- aaanywhere in RONR -- that minutes are "adopted."

😀

Yep!!  I had a hunch that might have been the reason for your comment! Joshua Katz and I have that discussion every now and then and I am regularly pointing out to people that RONR says repeatedly that minutes should be “approved“. It never once mentions minutes  being “adopted” or “accepted”!!

Yeah, I guess that has become a pet peeve of mine! 

[Joshua Katz]

2 hours ago, Richard Brown said:

Yep!!  I had a hunch that might have been the reason for your comment! Joshua Katz and I have that discussion every now and then and I am regularly pointing out to people that RONR says repeatedly that minutes should be “approved“. It never once mentions minutes  being “adopted” or “accepted”!!

 

It also never once talks about a motion to amend something previously approved, so I guess minutes can't be modified after approval.

Anyway, on the original topic - it sounds like one of those organizations whose board thinks they can take over membership meetings. The members will need to take their meeting back. 

Does this group adopt an agenda? If so, the membership should simply not adopt an agenda without approval of minutes in it. If not, the order of business in RONR should be followed, and if the presiding officer tries to skip the minutes, a point of order should be raised. Or just get up a meeting and ask what happened to the minutes.

[Linda Headland]

6 hours ago, George Mervosh said:

The answers are no and no (unless authorized by the membership in certain circumstances).

If the society's regular sessions are held within a quarterly time interval (pp. 89-90), the reading and approval of the minutes is first item of business under the standard order of business.  RONR (11th ed.), pp. 353-355.

If society's sessions are held less often than a quarterly time interval, the board or a committee appointed for the purpose should be authorized to approve the minutes.  RONR (11th ed.), pp. 474-475.  The board cannot take it upon themselves to approve those minutes though.  It must be authorized by the membership.

Not having approved minutes is simply not acceptable.

 

 Our general membership meetings occur 6 or 7 times per year. Our constitution and bylaws have not been amended since 2004. The membership is the governing power by a 2/3 vote and always has been the authority since its beginning more that 40 years ago. Then the yet unapproved draft-minutes are being published as though they had previously been approved as Minutes, not requiring an additional approval by the membership. I suspect that our minutes have not been approved for about 3 years.       

[Linda Headland]

6 hours ago, Richard Brown said:

Ms Headland, I’m curious:  who is denying the assembly the right to approve the minutes and what reason is being given for it?  

The president and entire board are ignoring one member's request to read and correct the draft-minutes during our meetings though the minutes procedure is listed within the meetings agenda. The only reason given for the removal of the minutes procedure, is that, I was told, it takes too much time (though emailed prior to the scheduled meeting) and that our groups membership had previously voted to remove this procedure from our meetings. I have no proof that this vote ever occurred. I was told this vote was taken a few years ago by the membership. The current writing of the minutes consists of many irrelevant statements that shouldn't be written into the minutes including the commenters names.

[Linda Headland]

6 hours ago, Atul Kapur said:

And, even after the board or committee (often called the "Minutes Approval Committee") has approved, the minutes, any member at any future membership meeting can move to correct them by using the motion Amend Something Previously Adopted (p. 475, lines 18-24).

And, just for @Richard Brown, I will note that the motion is not to Amend Something Previously Approved. 😉

But in view of the fact that our current board refused to allow any minutes to be approved, how will this motion to amend result in the minutes approval. During our previous meeting, I made a motion that our group follow Robert's Rules of Order, in regards to our minutes proceedings and yet, no one would second it.      

[Linda Headland]

6 hours ago, Richard Brown said:

Did I say that in this thread? I don’t see it. Regardless, if I said it somewhere, anywhere, in another thread, it was inadvertent. We’ve had so many discussions here lately about approving minutes, I possibly had “approval” bouncing around in my brain and it just popped out, as if it was looking for an escape route!. 😊

I'm new here and still trying to figure out how to reply to people. Post anywhere, I'll find you eventually! :)

[Joshua Katz]

1 hour ago, Linda Headland said:

The membership is the governing power by a 2/3 vote and always has been the authority since its beginning more that 40 years ago.

What does this mean?

1 hour ago, Linda Headland said:

Then the yet unapproved draft-minutes are being published as though they had previously been approved as Minutes, not requiring an additional approval by the membership. I suspect that our minutes have not been approved for about 3 years.   

Raise a point of order, and appeal if necessary, that the so-called minutes are nothing of the kind.

1 hour ago, Linda Headland said:

The president and entire board are ignoring one member's request to read and correct the draft-minutes during our meetings though the minutes procedure is listed within the meetings agenda.

As I suspected. Let me guess: is the board sitting at some sort of "head table" at membership meetings? Know this: the board, as such, has no authority at membership meetings. It is not even present, as a board, at membership meetings. It has its own meetings (board meetings); membership meetings are for the membership. In any event, when that agenda item is reached, call for the orders of the day, and raise a point of order if the chair refuses to deal with the agenda item. 

1 hour ago, Linda Headland said:

During our previous meeting, I made a motion that our group follow Robert's Rules of Order, in regards to our minutes proceedings and yet, no one would second it.      

There is no need for such a motion, if your bylaws make RONR your parliamentary authority.

1 hour ago, Linda Headland said:

I have no proof that this vote ever occurred.

Approved minutes would provide at least some evidence of this, but... In any case, ask when, and then check those draft minutes. 

1 hour ago, Linda Headland said:

But in view of the fact that our current board refused to allow any minutes to be approved,

Tell the board to screw off. Seriously. The board answers to the membership, not the other way around. If board members persist in trying to take over your meetings, see Chapter XX or the disciplinary procedures in your bylaws, if any.

[Atul Kapur]

14 hours ago, Linda Headland said:

But in view of the fact that our current board refused to allow any minutes to be approved, how will this motion to amend result in the minutes approval.

My comment was intended to build on Mr. Mervosh's post about having a minutes approval committee or delegating authority to approve minutes to the board. You are correct that the motion to Amend Something Previously Adopted (ASPA) doesn't cause the minutes to be approved. It serves to make corrections to previously approved minutes, whether they were previously approved at a membership meeting or by a minutes approval committee or board.

From your other posts, it appears that the board has taken on the function of approving the minutes of your membership meetings. You state that they claim that they were given this authority by the membership. You will need to check the minutes of that meeting to see if that is actually what happened. If so, then the motion to ASPA becomes relevant because it does give you a way to amend minutes that were approved by the board if you, for example, wanted to strike out the irrelevant information.

If they were never given this authority but just grabbed it, then re-read Mr. Katz's latest post, above.

Edited January 31, 2020 at 07:36 PM by Atul Kapur
Added underlined parts in hopes of making answer clearer.

[Linda Headland]

14 hours ago, Joshua Katz said:

What does this mean?

Raise a point of order, and appeal if necessary, that the so-called minutes are nothing of the kind.

As I suspected. Let me guess: is the board sitting at some sort of "head table" at membership meetings? Know this: the board, as such, has no authority at membership meetings. It is not even present, as a board, at membership meetings. It has its own meetings (board meetings); membership meetings are for the membership. In any event, when that agenda item is reached, call for the orders of the day, and raise a point of order if the chair refuses to deal with the agenda item. 

There is no need for such a motion, if your bylaws make RONR your parliamentary authority.

Approved minutes would provide at least some evidence of this, but... In any case, ask when, and then check those draft minutes. 

Tell the board to screw off. Seriously. The board answers to the membership, not the other way around. If board members persist in trying to take over your meetings, see Chapter XX or the disciplinary procedures in your bylaws, if any.

Thanks, then when this minutes agenda item is reached, I can then call and raise a point of order, as, it is very likely that the chair will again refuse to deal with this agenda item. Yes the board sits at a 'head table' (rather intimidating) during membership meetings. Board meetings occur 1 or 2 times per year. The board meeting minutes are then emails to the membership. I doubt that there are any approved minutes documents stating that the membership voted to authorize the board to approve the minutes. I had asks for the date and was told this vote had occurred a few years ago, and so, I will then ask for the draft-minutes document as proof.  This is scary -- during the last meeting the president told me, 'Name and I decided to omit the reading of the minutes… then Name suddenly interrupted to say 'this had been voted on by the membership…'  Since mid 2019 the draft-minutes have been distributed to the membership via email as well as, about 60 other non-members. The non-members, especially, have no way of knowing if  the information within the draft-minutes is true. Not all of it is true nor even factual.  

[Linda Headland]

15 hours ago, Atul Kapur said:

My comment was intended to build on Mr. Mervosh's post about having a minutes approval committee or delegating authority to approve minutes to the board. You are correct that the motion to Amend Something Previously Adopted (ASPA) doesn't cause the minutes to be approved. It serves to make corrections to previously approved minutes, whether they were previously approved at a membership meeting or by a minutes approval committee or board.

From your other posts, it appears that the board has taken on the function of approving the minutes of your membership meetings. You state that they claim that they were given this authority by the membership. You will need to check the minutes of that meeting to see if that is actually what happened. If so, then the motion to ASPA becomes relevant because it does give you a way to amend minutes that were approved by the board if you, for example, wanted to strike out the irrelevant information.

If they were never given this authority but just grabbed it, then re-read Mr. Katz's latest post, above.

Got it, thanks! I have rarely ever missed a meeting and can't recall the last time the draft-minutes were read and approved during the meeting. It has been years. Our organization has been functioning so well over the past few decades that the minutes seem almost unnecessary.  Yet because the board has recently been making significant changes to our group unknown to the membership, these actions had best be approved by the membership and officially documented. 

[Rob Elsman]

I, too, have regularly opined on this forum about how inadvisible it is for the members of the executive board to be allowed to enthrone themselves on the dais during meetings of the society's general membership assembly like a college of pontiffs. During these meetings, these persons are in the role of members of the general membership assembly, not members of the executive board. They have no additional rights or privileges in the general membership assembly on account of their being members of the executive board, much less the right to drive the other members of the general membership assembly as if they were sheep.

[Linda Headland]

25 minutes ago, Rob Elsman said:

I, too, have regularly opined on this forum about how inadvisible it is for the members of the executive board to be allowed to enthrone themselves on the dais during meetings of the society's general membership assembly like a college of pontiffs. During these meetings, these persons are in the role of members of the general membership assembly, not members of the executive board. They have no additional rights or privileges in the general membership assembly on account of their being members of the executive board, much less the right to drive the other members of the general membership assembly as if they were sheep.

Part of the problem is that the general membership assembly feels too intimidated by the current board (members of equal status actually) and so the membership remains silent, like sheep. Then too, the membership is grateful that the board is willing to do most of the volunteer work in which, they themselves lack the skills. This isn't a very healthy situation where the minutes aren't even approved by the membership. 

Edited January 31, 2020 at 11:19 PM by Linda Headland

[Gary Novosielski]

If you can get a significant number of members in agreement, it would be in order to move to have the board members seated along with the general membership.   There's no point in moving it unless you've done the leg work first, but it is preferable.

The only officers who need to be up front are the presiding officer and the recording officer, plus the parliamentarian if you have one.

[Joshua Katz]

21 hours ago, Atul Kapur said:

You will need to check the minutes of that meeting to see if that is actually what happened.

Which we believe are accurate why?

[Joshua Katz]

6 hours ago, Linda Headland said:

Our organization has been functioning so well over the past few decades that the minutes seem almost unnecessary. 

I was once on a commission that refused to adopt rules of order because, well, we all get along. But when you stop getting along, it's too late to adopt rules of order without that turning into a war, too.

[Joshua Katz]

5 hours ago, Linda Headland said:

Part of the problem is that the general membership assembly feels too intimidated by the current board (members of equal status actually) and so the membership remains silent, like sheep. Then too, the membership is grateful that the board is willing to do most of the volunteer work in which, they themselves lack the skills. This isn't a very healthy situation where the minutes aren't even approved by the membership. 

I agree. Remember that discipline is an option.

 

Edited February 1, 2020 at 04:28 AM by Joshua Katz
Removed political commentary

[Atul Kapur]

In referring to the board's claim that the membership voted to allow the board to approve minutes of the membership meeting, I said,

22 hours ago, Atul Kapur said:

You will need to check the minutes of that meeting to see if that is actually what happened.

Mr. Katz asks,

1 hour ago, Joshua Katz said:

Which we believe are accurate why?

RONR 11th ed., p. 476, lines 14-15 state, "it is the minutes which comprise the official record of the
assembly’s proceedings." I would presume that they are accurate unless there is evidence to the contrary.

[Joshua Katz]

3 minutes ago, Atul Kapur said:

RONR 11th ed., p. 476, lines 14-15 state, "it is the minutes which comprise the official record of the
assembly’s proceedings." I would presume that they are accurate unless there is evidence to the contrary.

Ah, but that's my point. It is the minutes that comprise the official record of the assembly's proceedings, not the draft minutes or the secretary's notes, which is all they are until approved.

Also, why does RONR use "which" here? 

[Atul Kapur]

I am starting from the presumption that the membership actually did formally give the board the authority to approve minutes sometime in the past. Then, the minutes of that past meeting have been properly approved and Ms. Headland can have some assurance that they are an accurate record of that motion.

But, let's try it your way. The minutes (which have been approved by the board, but improperly) of the past meeting show that the membership never granted the board the authority to approve minutes. So these are no longer approved minutes but revert back to being draft minutes. But they are still the only authority that Ms. Headland can rely on to back up her point. In fact, she will present them as evidence to counter the board's argument that "they remember" the membership giving them that authority.

In either case, everybody is relying on the presumption that the minutes or draft minutes are accurate.

9 hours ago, Joshua Katz said:

Also, why does RONR use "which" here? 

I only quoted part of the complete sentence. It may make more sense if you read it in context. Or you can hope that there is an editor on this forum, or even administrating it. Although I'm sure his answer would be, "Because it is the correct word to use here."