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Minutes not requiring approval?


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I wish I could remember the exact wording that was used, but it (a) flew by pretty fast, and (b) I'm not a member of the assembly in question, so I wasn't in a position to ask for clarification. :)

In an organization having adopted RONR as their parliamentary authority, with (as far as I can tell - I'm a member of the broader organization, just not this chapter) no bylaws provisions to the contrary:

  • It came time for the approval of the minutes at a regularly-called meeting
  • Minutes had been previously circulated to members
  • It was announced that minutes had been reviewed / prepared by a committee of some sort, so no approval was necessary

I've scoured RONR 12th, and as far as I can tell there's *no situation* where the minutes don't have to be approved. And further, the approval process is so ridiculously easy that there's no reason that it should provide any hardship whatsoever to an assembly to do so. It almost feels like the explanation that it was unnecessary took as much time as a proper approval would have.

Am I missing some critical provision regarding minutes?

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RONR mentions the possibility of a committee's involvement in approving the minutes under the circumstances described in 48:12.  If it's just a garden variety monthly meeting I don't understand what they meant.

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14 minutes ago, George Mervosh said:

RONR mentions the possibility of a committee's involvement in approving the minutes under the circumstances described in 48:12.  If it's just a garden variety monthly meeting I don't understand what they meant.

It's not entirely clear whether the meeting was the sort of regular meeting for which a minutes approval committee would not be needed, but I agree that if it was, using such a committee would not be necessary. On the other hand, I don't read RONR as prohibiting use of a committee. It just doesn't make much sense to do so, barring some unusual circumstance.

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Posted (edited)
1 hour ago, Weldon Merritt said:

It's not entirely clear whether the meeting was the sort of regular meeting for which a minutes approval committee would not be needed, but I agree that if it was, using such a committee would not be necessary.

We're talking about a regular monthly meeting, approving the minutes of the previous regular monthly meeting.

1 hour ago, Weldon Merritt said:

On the other hand, I don't read RONR as prohibiting use of a committee. It just doesn't make much sense to do so, barring some unusual circumstance.

I don't see an explicit prohibition, but I think the prohibition is implied by virtue of the fact that its only mention is in a section of exceptions. In 48:12, we have:

Quote

Exceptions to the rule that minutes are approved at the next regular meeting (or at the next meeting within the session) arise when the next meeting will not be held within a quarterly time interval, when the term of a specified portion of the membership will expire before the start of the next meeting, or when, as at the final meeting of a convention, the assembly will be dissolved at the close of the present meeting. In any of these cases, minutes that have not been approved previously should be approved before final adjournment, or the assembly should authorize the executive board or a special committee to approve the minutes.

By my reading, it would appear that the *rule* is that minutes are approved by the assembly at the next regular meeting, and that there are limited exceptions given. in the exception given in 48:12, the criteria would have to be one of the three given cases (none of which apply here), and that the authority to approve minutes would have ideally been delegated by the assembly, but even if it *wasn't delegated* the need to do so arises of a practical necessity. Either way, the underlying idea is that the power to approve minutes stems from the assembly.

Tracking back to section 41, it seems as if there would be no prohibition against the minutes being pre-circulated, corrections made, re-circulated, etc. And those corrections could effectively be done by whatever group wanted to do it, before the meeting. But that still contemplates an ultimate, corrected set of minutes that arrives to be voted on by the assembly. I don't see anything - even in the 48:12 exceptions - that would provide for the general practice of, for example, "the executive committee approves all meeting minutes, and the assembly isn't asked for corrections or approval".

It *feels like* doing so on a one-time basis would require a vote at each meeting (to authorize the executive committee to approve that meeting's minutes. Doing so on an ongoing basis feels like it should require something more substantial - like a special rule of order - as there *actually is* both a standard order of business that brings up the minutes for approval, and a specific rule in RONR that provides for the assembly approving the minutes.

Is my thinking way out in left field?

Edited by RSW
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36 minutes ago, RSW said:

Is my thinking way out in left field?

No, I don't think so. And I agree with you as a general rule. But not knowing all of the circumstances in this instance, I can't say for sure that what was done was out of order. And even if it was, I don't think it created a continuing breach, so a Point of Order would have had to be raised at the meeting were the announcement was made.

Also, note that even if the minutes legitimately were approved by a committee, that does not preclude the assembly correcting them if they contain an error. That would be done by the motion to amend something previously adopted. See RONR 48:15.

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59 minutes ago, RSW said:

in the exception given in 48:12, the criteria would have to be one of the three given cases (none of which apply here), and that the authority to approve minutes would have ideally been delegated by the assembly, but even if it *wasn't delegated* the need to do so arises of a practical necessity.

Even in the exceptions provided in 48:12, the minutes may not be approved by a board or committee unless the assembly authorizes the board or committee to do so. "Practical necessity" is not sufficient. If the assembly fails to authorize the board or a committee to approve the minutes in such a case, the minutes will need to be approved at the next regular meeting of the assembly.

1 hour ago, RSW said:

It *feels like* doing so on a one-time basis would require a vote at each meeting (to authorize the executive committee to approve that meeting's minutes. Doing so on an ongoing basis feels like it should require something more substantial - like a special rule of order - as there *actually is* both a standard order of business that brings up the minutes for approval, and a specific rule in RONR that provides for the assembly approving the minutes.

Is my thinking way out in left field?

This is entirely correct.

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Posted (edited)
24 minutes ago, Weldon Merritt said:

And even if it was, I don't think it created a continuing breach, so a Point of Order would have had to be raised at the meeting were the announcement was made.

Although if they did it again at the next meeting, would *that* be a continuing breach, such that the Point of Order could legitimately be raised? Or would it be a second "one off" and the fact that it passed without comment at the previous meeting have begun to establish a precedent?

And does the answer to the "precedent" question change if somebody who knows what's going on shows up 6 months later and raises the Point of Order?

 

Edited by RSW
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I agree with my colleagues that nothing in RONR prohibits the use of a "minutes approval committee" or an executive board to approve the minutes of an ordinary monthly meeting of a society.  I further agree that it would have to be authorized either in the bylaws, or by a special rule of order or by means of a motion adopted at each meeting at which the assembly wants a committee to approve the minutes.

Although it seems there should not normally be a need for such a committee in a society which has regular monthly meetings, there are definitely circumstances in which such a procedure can be useful.  I recently recommended precisely that procedure when serving as parliamentarian of an organization which had been going through some turmoil and had just had a hotly contested election at which a new set of officers was elected.   Some important business and banking matters had been neglected over the past  few months.   They believed that changes  had to be made  immediately to the signatories on the bank accounts and to take care of some other business affairs.  This was during the pandemic and there was some uncertainty that the group would be able to meet again the next month.  Knowing that the bank and other entities might require a copy of approved minutes in order to make the changes on the bank accounts and in other areas, the assembly and the new officers did not want to have to wait a full month (or more) to approve the minutes, so they adopted a motion granting their executive board the authority to approve the minutes of that meeting.  The newly elected secretary prepared the minutes later that night or the next day, the executive board met and approved them shortly thereafter, and the new officers then went to the bank with approved minutes and made the changes to the organization's bank accounts.   All of the business that needed to be taken care of quickly was accomplished in a few days using approved minutes which made the process much easier.

There can be many reasons why a society which meets monthly may not want to wait a month for minutes to be approved.  i just gave one example.

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1 hour ago, RSW said:

Although if they did it again at the next meeting, would *that* be a continuing breach, such that the Point of Order could legitimately be raised?

No. A repeated breach is not the same as a continuing breach. A point of order could be raised at the next meeting but it would only apply to what was occurring at that meeting, not what occurred at previous meetings.

1 hour ago, RSW said:

the fact that it passed without comment at the previous meeting have begun to establish a precedent?

Not a precedent but perhaps a custom. The difference is that a precedent (based on a ruling) may be of guidance in the future. A custom, if it conflicts with a rule, falls to the ground when the conflict is pointed out. 

But if you've had a Minutes Approval Committee that reports for six monthly meetings that they have approved the minutes and, at the seventh monthly meeting, someone raises the point that the committee was not properly authorized to approve the minutes, that would only apply to the minutes of the previous meeting and future minutes going forward.

Edited by Atul Kapur
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