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No minutes for meeting


Wild Dunes
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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?

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  • 3 weeks later...
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.

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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.

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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.

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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?

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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 by Atul Kapur
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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. 

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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! 😆

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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.

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