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Unapproved board meeting minutes


Louise
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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?

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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 by Josh Martin
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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.

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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.

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