Committee Meeting Minutes

[JohnMCU]

Hi everyone, I am very new to the world of Board Governance and have been asked to assist our company Board which is also fairly inexperienced with RONR. The Directors have recently started (re-started?) utilizing committees in order to complete some tasks, and so we have a couple of questions regarding the results of the committee meetings.

 

1. What is the procedure for approving the minutes of these committee meetings?

What we have been doing is, the minutes go to the next committee meeting for approval. Once approved, they then go to the next Board meeting for approval from the Board. Is the dual approval process necessary?

 

2. When do the motions from those committee meetings become ratified?

Is it as soon as the committee carries the motion, or when the minutes (where the motion is recorded) is approved by the Board?

Edited July 29, 2021 at 08:38 PM by JohnMCU
Adding tags

[Richard Brown]

1 hour ago, JohnMCU said:

1. What is the procedure for approving the minutes of these committee meetings?

 Committees don’t normally keep minutes as such, but they of course may do so. Normally the committee chairman or sometimes someone else such as someone acting as secretary keeps notes which essentially serve as the committee’s record. If the committee is going to keep formal minutes, those should be approved by the committee itself rather than by some other entity such as the board.

1 hour ago, JohnMCU said:

2. When do the motions from those committee meetings become ratified?

If a committee wants to propose a motion to be adopted by the assembly, then at the time for committee reports, someone, usually the committee chairman, gives the report of the committee and concludes by moving the adoption of the motion on behalf of the committee. If it is a committee recommendation, it does not need a second but it’s treated as an ordinary motion in all other respects.

[Josh Martin]

15 hours ago, JohnMCU said:

What we have been doing is, the minutes go to the next committee meeting for approval. Once approved, they then go to the next Board meeting for approval from the Board. Is the dual approval process necessary?

No, it's not. Even assuming the committees take minutes in the first place, the purpose of the approval of minutes is to ensure they are an accurate record of what happened at the meeting. The committee itself is presumably in the best position to know this, and therefore the committee (and only the committee) would approve the committee's minutes. The purpose of approving the minutes is not to approve the actions contained within the minutes.

Generally speaking, committees do not take minutes since the committee's reports serve as the record of the committee's activities.

15 hours ago, JohnMCU said:

2. When do the motions from those committee meetings become ratified?

Is it as soon as the committee carries the motion, or when the minutes (where the motion is recorded) is approved by the Board?

Neither. The committee's motions are recommendations to the board, but approving the minutes is not the appropriate way for the board to adopt those recommendations.

The reporting member of the committee would make the committee's report to the board and would make one or more motions to implement its recommendations. Those motions would become final when approved by the board.

Edited July 30, 2021 at 12:36 PM by Josh Martin

[JohnMCU]

16 hours ago, Richard Brown said:

If a committee wants to propose a motion to be adopted by the assembly, then at the time for committee reports, someone, usually the committee chairman, gives the report of the committee and concludes by moving the adoption of the motion on behalf of the committee. If it is a committee recommendation, it does not need a second but it’s treated as an ordinary motion in all other respects.

 

2 hours ago, Josh Martin said:

Neither. The committee's motions are recommendations to the board, but approving the minutes is not the appropriate way for the board to adopt those recommendations.

The reporting member of the committee would make the committee's report to the board and would make one or more motions to implement its recommendations. Those motions would become final when approved by the board.

Thank you for the replies so far! Very informative.

 

As a follow-up, do committee governing documents such as charters/terms of reference/strategic plans typically require approval/acceptance by the assembly?

[Richard Brown]

20 minutes ago, JohnMCU said:

As a follow-up, do committee governing documents such as charters/terms of reference/strategic plans typically require approval/acceptance by the assembly?

 Let’s back up here a bit. What type committee are you referring to? Committees don’t normally have what we refer to as governing documents.  In parliamentary procedure, when we refer to committees, we are usually referring to small groups of people within a larger organization that are appointed to a committee to study, report on, or act on certain specified matters, such as a bylaws committee, Christmas party committee, etc.  Those committees are usually established in the bylaws or created by a motion adopted in the parent assembly. The organization’s bylaws or the motion which creates the committee will normally specify its powers, duties, and responsibilities.

It sounds to me like you may not be talking about that type committee at all but might be referring to a larger organization which happens to have the name “committee“ in its name, such as a republican or democrat state central committee or a  “Committee for the beautification of Main Street“.  Those are not true committees in the usual sense of the word, but are actually more in the nature of boards and might actually be freestanding organizations in their own right.

So, what exactly is the nature of this committee to which you refer?

Edited July 30, 2021 at 03:42 PM by Richard Brown
Added “Committee for the beautification of Main Street”

[JohnMCU]

10 minutes ago, Richard Brown said:

 Let’s back up here a bit. What type committee are you referring to? Committees don’t normally have what we referred to as governing documents.  In parliamentary procedure, when we refer to committees, we are usually referring to small groups of people within a larger organization that are appointed to a committee to study, report on, or act on certain specified matters, such asA bylaws committee, Christmas party committee, etc.  Those committees are usually established in the bylaws or created by a motion adopted in the parent assembly. The organization’s bylaws or the motion which creates the committee will normally specify its powers, duties, and responsibilities.

It sounds to me like you may not be talking about that type committee at all but might be referring to a larger organization which happens to have the name “committee“ in its name, such as a republican or democrat state central committee. Those are not true committees in the usual sense of the word, but are actually more in the nature of boards and might actually be freestanding organizations in their own right.

So, what exactly is the nature of this committee to which you refer?

Oh, interesting. Our Board has multiple committees within the assembly. An Audit Committee, Governance Committee, Human Resources Committee, and Nominating Committee; all with 3-4 members who are Directors of the Board. These are (expected to be) longstanding committees which I assumed was a regular element to most Boards.

Edit: I should note that Committees and Minutes of Committees are actually a requirement from our industry regulators (financial)

Edited July 30, 2021 at 03:45 PM by JohnMCU

[Richard Brown]

1 minute ago, JohnMCU said:

Oh, interesting. Our Board has multiple committees within the assembly. An Audit Committee, Governance Committee, Human Resources Committee, and Nominating Committee; all with 3-4 members who are Directors of the Board. These are (expected to be) longstanding committees which I assumed was a regular element to most Boards.

Those sound like ordinary committees, probably standing committees. However, committees do not normally (and perhaps never) have their own governing documents. They are always created by a provision in the organization’s bylaws or by means of a motion adopted by the organization. It is the organization which determines the power, scope, etc. of a committee, not the committee itself.

[Richard Brown]

@JohnMCUyou might want to take a look at sections 50 and 51 in RONR (12th Ed.) regarding committees and committee reports.

[JohnMCU]

26 minutes ago, Richard Brown said:

Those sound like ordinary committees, probably standing committees. However, committees do not normally (and perhaps never) have their own governing documents. They are always created by a provision in the organization’s bylaws or by means of a motion adopted by the organization. It is the organization which determines the power, scope, etc. of a committee, not the committee itself.

 

20 minutes ago, Richard Brown said:

@JohnMCUyou might want to take a look at sections 50 and 51 in RONR (12th Ed.) regarding committees and committee reports.

This answered it, thank you for being so prompt! 

[Josh Martin]

3 hours ago, JohnMCU said:

As a follow-up, do committee governing documents such as charters/terms of reference/strategic plans typically require approval/acceptance by the assembly?

Committees generally have no need for such extensive governing documents, but to the extent the committee wishes to adopt such documents (or the parent assembly wishes for the committee to do so), yes, approval by the parent assembly would be required.

Edited July 30, 2021 at 06:30 PM by Josh Martin