Unapproved board meeting minutes

[Louise]

We've had some significant dysfunction in our organization recently, which included a secretary who didn't understand what minutes should (and shouldn't) contain. The last several sets of minutes that she prepared were not approved by the board due to inaccuracies and liability concerns. Our new secretary is not sure what to do with these minutes that aren't approved were never fixed (as the previous secretary took any recommended changes really personally). The new secretary wasn't on the board when those minutes were compiled and then rejected by the board.

Is it appropriate to pull out any motions she can find, ask the board to ratify those, and compile them in a single document, and to perhaps stamp the draft minutes as "unapproved" and place them in the records alongside the ratified list of approved board motions? What is the best way to handle this?

[Josh Martin]

25 minutes ago, Louise said:

We've had some significant dysfunction in our organization recently, which included a secretary who didn't understand what minutes should (and shouldn't) contain. The last several sets of minutes that she prepared were not approved by the board due to inaccuracies and liability concerns. Our new secretary is not sure what to do with these minutes that aren't approved were never fixed (as the previous secretary took any recommended changes really personally). The new secretary wasn't on the board when those minutes were compiled and then rejected by the board.

Is it appropriate to pull out any motions she can find, ask the board to ratify those, and compile them in a single document, and to perhaps stamp the draft minutes as "unapproved" and place them in the records alongside the ratified list of approved board motions? What is the best way to handle this?

What the new Secretary should do is to revise the unapproved draft minutes for each of these meetings to address the items the board was concerned with (the inaccuracies and liability concerns), and then present these draft minutes for board approval. When multiple sets of minutes are awaiting approval, the oldest minutes are approved first.

What the board needs to understand for the future is that simply refusing to approve the minutes isn't an option. If the minutes need corrections, then the board is free to make those corrections prior to approval. If so many corrections are needed that the board is not prepared to fix the minutes at that time, it would be appropriate to postpone the approval of the minutes. It should be noted that no vote is actually taken on the approval of the minutes themselves. After any corrections (and other appropriate motions, such as motions to postpone) are dealt with, the chair declares the minutes approved.

Also, for future reference, if it is consistently a problem that the secretary doesn't "understand what minutes should (and shouldn't) contain," that the secretary's minutes contain "inaccuracies and liability concerns," and that the secretary takes "any recommended changes really personally," the solution is to get a new secretary, not to just ignore the problem. I would also note that while the secretary is free to decide whether or not to make changes to the draft minutes recommended by an individual board member, if the board as a whole chooses to make a change in the minutes, that is not a recommendation - it is an order. The board is the ultimate judge of the contents of the board's minutes, not the secretary.

It is not necessary to ratify any of the motions adopted at the meetings in question (at least, not based on this reason). A motion is effective immediately upon adoption, and the fact that the minutes are not approved has no bearing on the validity of the motions adopted at the meeting. The board still needs to approve the draft minutes (with corrections, if needed) as soon as possible, however, because until those minutes are approved there is no valid record of the meetings in question.

The secretary is free in the interim to stamp the draft minutes as "unapproved" and place them on file, but this does not free the Secretary or the board of the obligation to eventually approve minutes for the meetings in question. Additionally, the Secretary is free to compile a list of the motions adopted at these meetings if the Secretary feels such a list will be of benefit to the board (which it may well be), but there is no need to ratify the motions on this list.

Edited July 8, 2020 at 07:44 PM by Josh Martin

[Louise]

Thank you. This makes sense.

And yes, I understand the motions themselves don''t need to be ratified -- that was a poor choice of word on my part. I think the idea is to approve (not ratify) the list of motions itself; however, I'm hearing you say to delete any extraneous and problematic material from the minutes and approve what's left, in which case that list of motion won't come into play.

[Josh Martin]

3 minutes ago, Louise said:

And yes, I understand the motions themselves don''t need to be ratified -- that was a poor choice of word on my part. I think the idea is to approve (not ratify) the list of motions itself; however, I'm hearing you say to delete any extraneous and problematic material from the minutes and approve what's left, in which case that list of motion won't come into play.

Yes, I think that is a good summary.

[Guest Alice]

In a similar situation, what if the composition of the Board has significantly changed between when the meeting occurred and when it is discovered (6 years later) that minutes from a particular meeting were never approved? One of the prior Board members is asking for approval of the minutes, but the current voting body has no way to know if the draft minutes are accurate.

[Josh Martin]

On 4/20/2022 at 9:11 AM, Guest Alice said:

In a similar situation, what if the composition of the Board has significantly changed between when the meeting occurred and when it is discovered (6 years later) that minutes from a particular meeting were never approved? One of the prior Board members is asking for approval of the minutes, but the current voting body has no way to know if the draft minutes are accurate.

Is there anyone the board members know and trust who have some knowledge of whether these draft minutes are accurate? If so, it would seem the solution is to consult those persons.

[Richard Brown]

Even if there is no one available who was around at the time those minutes were taken, the current board can still approve the minutes. The chair would simply state that it appears that the minutes of such and such a meeting were never approved and ask if there are any corrections to those minutes. If no corrections are adopted, or once corrections are adopted, the chair declares the minutes approved and that is that. Please note that no vote is taken on actually approving the minutes. Chair simply declares the minutes approved once there are no corrections or no further corrections

[DebbieH54]

I am on the board of a condo association.  I have a situation where the current board refuses to have a meeting where minutes from five previous board meetings can be approved.  I am the secretary, and they have ostracized me and my opinions of how things are supposed to operate.  The board majority continues to waive the reading/approval of the prior minutes for five board meetings.  They fail to see the importance of having approved minutes in the book that the residents can have access to.  What are my options in forcing this to happen?  They have even cancelled the last meeting of the year.  Can someone please let me know how I get this done?  Thank you in advance for your assistance.

Edited December 1, 2022 at 05:02 PM by DebbieH54
Clarification

[Josh Martin]

On 12/1/2022 at 10:52 AM, DebbieH54 said:

I am on the board of a condo association.  I have a situation where the current board refuses to have a meeting where minutes from five previous board meetings can be approved.  I am the secretary, and they have ostracized me and my opinions of how things are supposed to operate.  The board majority continues to waive the reading/approval of the prior minutes for five board meetings.  They fail to see the importance of having approved minutes in the book that the residents can have access to.  What are my options in forcing this to happen?  They have even cancelled the last meeting of the year.  Can someone please let me know how I get this done?  Thank you in advance for your assistance.

For future reference, it is generally best to post a new question as a new topic on this forum, even if an existing topic on a similar subject exists. Notwithstanding this, the answers to your questions are as follows:

Since the board has already refused your request, it seems to me the next step as a parliamentary matter would be to take this matter to the membership. The membership of the association could take actions in this matter, including ordering the board to approve minutes of the meetings in question, and potentially taking disciplinary action against board members if they continue to refuse to do so. I would check to see what your bylaws say in that regard.

I would note that while the board is certainly required to approve minutes, nothing in RONR grants persons who are not members of the board the right to view the board's minutes, although it may well be that your organization's rules or applicable law provide otherwise.

Finally, there may also be legal matters involved with a board which fails to approve minutes in a timely manner, however, that is a question for an attorney and is beyond the scope of this forum.

Edited December 1, 2022 at 10:10 PM by Josh Martin

[DebbieH54]

On 12/1/2022 at 5:10 PM, Josh Martin said:

RONR

Definition please...?  If I know, it's not coming to mind.  I'll probably feel dumb when you tell me what it means.  Thanks!

[Richard Brown]

RONR is the official abbreviation and way of citing Robert’s Rules of Order Newly Revised.  The current edition is the 12th edition.   Technically it stands for “rules of order newly revised“, but it is the official abbreviation as stated on the title pages of the book. 

[Atul Kapur]

On 12/1/2022 at 5:10 PM, Josh Martin said:

nothing in RONR grants persons who are not members of the board the right to view the board's minutes

@DebbieH54, I just want to add a nuance to Mr. Martin's comment here, as I'm concerned it may leave the impression that there's no way to make that happen. Nothing in RONR allows an individual who is not a Board member to demand access the minutes.  However, the board or a membership meeting may adopt a motion requiring the board to make the minutes accessible to members of the association. 

RONR 49:17-19 (ellipses cover the vote thresholds required for these motions)

Quote

Only members of the board have the right to examine the minute book kept by the secretary (cf. 47:36), unless the board orders otherwise (see next paragraph). Board members are, however, free to share the content of the minutes with others, except for any content protected by the secrecy of an executive session that has not been lifted (see 9:26–27).

 

The board can order that any specified person(s)—including, for example, all members of the society—be permitted to view, or be furnished with copies of, board minutes. . . .

 

Whether or not board minutes are protected by the secrecy of an executive session, the assembly of the society can adopt a motion granting such permission, or can order that the board’s minutes be produced and read at a meeting of the assembly . . .