Wild Dunes Posted May 26, 2022 at 09:41 PM Report Share Posted May 26, 2022 at 09:41 PM We did not hold in-person annual meeting in 2020 or 2021. due to COVID restrictions. We did not hold either of these meetings virtually. We did mail an agenda and all accompanying documents and reports that are always a part of our meetings. We had no actions to vote on other than the minutes of the 2019 meeting for which it was announced they would be voted upon at next in-person meeting. We consulted our attorney on this and received confirmation that we were correct in what we were doing under COVID. Are we required to have some manner of minutes for the 2020 and 2021 meetings? If so, would we state that an in-person meeting was not held due to COVID? If so, what else should we state in the minutes? Quote Link to comment Share on other sites More sharing options...
Joshua Katz Posted May 26, 2022 at 09:50 PM Report Share Posted May 26, 2022 at 09:50 PM Required by whom? So far as RONR is concerned, there should not be minutes for a meeting that did not happen. For other purposes, such as compliance issues, you'll want to speak with your attorney. But there is no parliamentary requirement to produce minutes for a non-meeting. Quote Link to comment Share on other sites More sharing options...
Wild Dunes Posted June 15, 2022 at 07:44 AM Author Report Share Posted June 15, 2022 at 07:44 AM Mr. Katz: The confusion has been whether the mailing could in any way be considered a meeting. Your reply clarifies that for us. Thank you. Quote Link to comment Share on other sites More sharing options...
Richard Brown Posted June 15, 2022 at 01:52 PM Report Share Posted June 15, 2022 at 01:52 PM On 6/15/2022 at 2:44 AM, Wild Dunes said: Mr. Katz: The confusion has been whether the mailing could in any way be considered a meeting. Your reply clarifies that for us. Thank you. Agreeing with Mr. Katz, I do not see how that email (or snail mail) could be considered to constitute a meeting. You have minutes only when you have a meeting. However, it might be advisable for the secretary to make a note in your minutes records that no annual meeting was held in those two years. That way, five or 10 or 15 years from now, people searching old minutes won’t wonder what happened to the “missing” minutes from those two years. Quote Link to comment Share on other sites More sharing options...
Josh Martin Posted June 15, 2022 at 02:59 PM Report Share Posted June 15, 2022 at 02:59 PM On 5/26/2022 at 4:41 PM, Wild Dunes said: We did not hold in-person annual meeting in 2020 or 2021. due to COVID restrictions. We did not hold either of these meetings virtually. We did mail an agenda and all accompanying documents and reports that are always a part of our meetings. We had no actions to vote on other than the minutes of the 2019 meeting for which it was announced they would be voted upon at next in-person meeting. We consulted our attorney on this and received confirmation that we were correct in what we were doing under COVID. Are we required to have some manner of minutes for the 2020 and 2021 meetings? If so, would we state that an in-person meeting was not held due to COVID? If so, what else should we state in the minutes? What you describe is not a "meeting" in the sense this term is used in RONR or in parliamentary law (or frankly, in any sense of the term I am aware of). As a result, no minutes would be taken. I concur with Mr. Brown that a notation in the Secretary's records on this matter may be advisable. Quote Link to comment Share on other sites More sharing options...
laser158689 Posted June 17, 2022 at 06:12 PM Report Share Posted June 17, 2022 at 06:12 PM Would it be in order to make a motion to include in the 2022 minutes a notation that the 2020 & 2021 annual meetings were not held due to the COVID restrictions? Quote Link to comment Share on other sites More sharing options...
Rob Elsman Posted June 17, 2022 at 07:56 PM Report Share Posted June 17, 2022 at 07:56 PM The minutes should contain only what was done at the 2022 annual meeting. So, unless something was transacted at the 2022 annual meeting that made note that the annual meetings were not held on account of restrictions related to the COVID-19 virus (and I would hazard that this was not likely the case), no notation in the minutes of the 2022 annual meeting would be appropriate. Quote Link to comment Share on other sites More sharing options...
Shmuel Gerber Posted June 17, 2022 at 08:56 PM Report Share Posted June 17, 2022 at 08:56 PM On 6/17/2022 at 3:56 PM, Rob Elsman said: unless something was transacted at the 2022 annual meeting that made note that the annual meetings were not held on account of restrictions related to the COVID-19 virus (and I would hazard that this was not likely the case) Why do you think the meeting happened already? Quote Link to comment Share on other sites More sharing options...
Atul Kapur Posted June 17, 2022 at 10:43 PM Report Share Posted June 17, 2022 at 10:43 PM (edited) On 6/17/2022 at 2:12 PM, laser158689 said: Would it be in order to make a motion to include in the 2022 minutes a notation that the 2020 & 2021 annual meetings were not held due to the COVID restrictions? Yes, such a motion would be in order at the 2022 meeting and this requires a majority vote as per RONR (12th ed.) 48:3 Quote ... a majority vote may direct the inclusion of specific additional information in the minutes of a particular meeting. Edited June 17, 2022 at 10:45 PM by Atul Kapur Quote Link to comment Share on other sites More sharing options...
Richard Brown Posted June 18, 2022 at 12:06 AM Report Share Posted June 18, 2022 at 12:06 AM On 6/17/2022 at 5:43 PM, Atul Kapur said: Yes, such a motion would be in order at the 2022 meeting and this requires a majority vote as per RONR (12th ed.) 48:3 I agree with Dr. Kapur. A notation in the 2022 minutes that no annual meeting was held in 1920 or 1921 would be permissible. Quote Link to comment Share on other sites More sharing options...
Atul Kapur Posted June 18, 2022 at 01:04 AM Report Share Posted June 18, 2022 at 01:04 AM On 6/17/2022 at 8:06 PM, Richard Brown said: I agree with Dr. Kapur. A notation in the 2022 minutes that no annual meeting was held in 1920 or 1921 would be permissible. I thought it was bad that I still wrote 2021 on cheques and letters for the first couple of weeks of 2022. I can't imagine still writing "19__" for the last 22 years! 😆 Quote Link to comment Share on other sites More sharing options...
Richard Brown Posted June 18, 2022 at 04:15 AM Report Share Posted June 18, 2022 at 04:15 AM On 6/17/2022 at 8:04 PM, Atul Kapur said: I thought it was bad that I still wrote 2021 on cheques and letters for the first couple of weeks of 2022. I can't imagine still writing "19__" for the last 22 years! 😆 Oh, Jeez!! Thanks for catching that! Quote Link to comment Share on other sites More sharing options...
Rob Elsman Posted June 18, 2022 at 04:55 PM Report Share Posted June 18, 2022 at 04:55 PM On 6/17/2022 at 3:56 PM, Shmuel Gerber said: Why do you think the meeting happened already? I guess that's how I read the post, but my answer is basically the same whether it has happened or will happen. 🙂 Quote Link to comment Share on other sites More sharing options...
Guest Karen Hart Posted June 23, 2022 at 01:19 AM Report Share Posted June 23, 2022 at 01:19 AM When no agenda was sent 10 days prior for a meeting and a meeting was held with no quorum; is it a bonifiedmeeting? hep Quote Link to comment Share on other sites More sharing options...
Richard Brown Posted June 23, 2022 at 03:39 AM Report Share Posted June 23, 2022 at 03:39 AM Guest Karen, please ask your question by starting a new topic. The forum works better that way. While you are at it, you might provide a little more information. Your post is really short on details. For example, was this a regular or special meeting? Do your bylaws or rules require that an agenda be sent out at least ten days prior to a meeting? If so, please quote the applicable language verbatim. Quote Link to comment Share on other sites More sharing options...
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