Retired

[Guest Daver]

I have a question.  When a board meeting is held and corrections are made to the previous board meeting's minutes by a motion, what should happen to the corrected minutes?  Should they be corrected and redistributed to the members of the board and to the members of the group?  Or, is the seconded/passed motion in the following minutes sufficient?

[Richard Brown]

16 minutes ago, Guest Daver said:

I have a question.  When a board meeting is held and corrections are made to the previous board meeting's minutes by a motion, what should happen to the corrected minutes?  Should they be corrected and redistributed to the members of the board and to the members of the group?  Or, is the seconded/passed motion in the following minutes sufficient?

There is no requirement in RONR that minutes, either draft minutes or final corrected minutes, be distributed to the members.  Therefore, there is no requirement in RONR that the corrected minutes be distributed, but the corrected minutes should definitely be kept with the permanent records of the society.  The corrections are made in the text of the minutes being approved, with the minutes of the current meeting stating simply that the minutes of the prior meeting were approved "as corrected", without specifying what the corrections were.  See RONR (12th ed.) 48:4.

Edited to add:  If the draft minutes are distributed to members prior to being approved, they should be clearly labeled as "Draft Minutes".

Edited October 23, 2020 at 07:29 PM by Richard Brown
Typographical correction and added citation and last paragraph

[Atul Kapur]

While I was looking up the reference to support Mr. Brown's statement, I came across this paragraph instead:

"When the minutes are approved, the word Approved, with the secretary’s initials (or the signature of the chairman of the approving committee) and the date, should be written below them. If the minutes are approved with corrections, the secretary should prepare a fully corrected version and distribute copies to the members as well as placing it in the minute book." RONR (12th ed.) 48:14 (emphasis added)

This is a change from the language in the 11th edition:

"A draft of the minutes of the preceding meeting can be sent to all members in advance, usually with the notice. In such a case, it is presumed that the members have used this opportunity to review them, and they are not read unless this is requested by any member. Correction of them and approval, however, is handled in the usual way. It must be understood in such a case that the formal copy placed in the minute book contains all corrections that were made and that none of the many copies circulated to members and marked by them is authoritative (see also p. 355)." RONR (11th ed.) p. 474, lines 19-29 (emphasis added)

Edited October 23, 2020 at 07:33 PM by Atul Kapur

[Richard Brown]

35 minutes ago, Atul Kapur said:

While I was looking up the reference to support Mr. Brown's statement, I came across this paragraph instead:

"When the minutes are approved, the word Approved, with the secretary’s initials (or the signature of the chairman of the approving committee) and the date, should be written below them. If the minutes are approved with corrections, the secretary should prepare a fully corrected version and distribute copies to the members as well as placing it in the minute book." RONR (12th ed.) 48:14

This is a change from the language in the 11th edition.

"It must be understood in such a case that the formal copy placed in the minute book
contains all corrections that were made and that none of the many copies circulated to
members and marked by them is authoritative (see also p. 355)." RONR (11th ed.) p. 474, lines 25-29

Ahh, yes, Dr. Kapur is correct, it is a change from the 11th edition.  I was actually using the 11th edition when I typed my response because my 12th edition was in another room, but as soon as I posted the  response I went to get the 12th edition to get the current citation and to check for a change. I then added the citation to my post. 

Ironically, the language in the portion of Section 12.4, 48.4, which is what I was quoting from, is identical to the language in the same place in the 11th edition on page 469.  The change that Dr. Kapur pointed out is in Section 48:14 and is indeed a change from the 11th edition.  So, we have one section, 48:4(5) with language that is identical to that in the 11th edition, but the language in 48:14 is new and adds a requirement not in section 48:4, namely the requirement to distribute the corrected minutes to the members.

Edited to add: I find this change strange, as there is no requirement to distribute the original draft minutes or minutes approved without corrections to the members. It seems that only if there are corrections must the minutes be distributed to the members, regardless of the number of members,  even if that is not the policy of the organization and the draft minutes were not distributed to the members. This seems very strange. 

Edited October 23, 2020 at 08:07 PM by Richard Brown
Added last paragraph and typographical correction

[Richard Brown]

I also find it noteworthy... and perhaps even strange... that the language on page 474 of the 11th edition at lines 19-23 regarding the procedure when the draft minutes have been distributed in advance has been moved to Section 41:9 of the 12th edition with some modification of the wording.  Edited to add:  It's also at 41.12 of the 12th edition.

I still have not found any provision which requires that the draft minutes be distributed to the members, but only the provision in Section 48:14 of the 12th edition which requires that copies of corrected minutes be sent to all members, apparently regardless of whether the draft minutes were distributed.  

I have to wonder if that change was intentional, or if perhaps the authorship  team intended that the corrected minutes be distributed only if the draft minutes have been distributed.

Edited October 23, 2020 at 09:36 PM by Richard Brown
Added last sentence with additional citation to first paragraph

[Joshua Katz]

I could have missed it, but I don't remember this being mentioned at the update.

[Richard Brown]

58 minutes ago, Joshua Katz said:

I could have missed it, but I don't remember this being mentioned at the update.

I don't remember it, either Joshua.  This is either a HUGE change or a mistake.  I can't conceive that the authorship team doesn't require either draft minutes or minutes approved without corrections to be distributed to the members, but does require that corrected minutes be sent to all members regardless of whether the draft minutes were distributed.  That just makes no sense. 

[Dan Honemann]

11 hours ago, Richard Brown said:

I don't remember it, either Joshua.  This is either a HUGE change or a mistake.  I can't conceive that the authorship team doesn't require either draft minutes or minutes approved without corrections to be distributed to the members, but does require that corrected minutes be sent to all members regardless of whether the draft minutes were distributed.  That just makes no sense. 

Think about it for a minute.

You are a member concerned that the minutes of your meetings properly reflect what happened during those meetings. You attend meeting 1, and to ensure that the minutes of that meeting are accurate, you attend meeting 2 where those minutes are reviewed and approved. You've seen them, or have heard them read, and if they are approved as written, you need not see them again. However, if they are corrected at meeting 2, review of the minutes of meeting 2 at meeting 3 will inform you that the minutes of meeting 1 were corrected at meeting 2, but in order that you may know that the minutes of meeting 1 have in fact been corrected as agreed upon at meeting 2, you do need to see the corrected copy, and this is why the secretary should give you one.