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Signature on Minutes when secretary died before signing


Guest PeterDeg

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The secretary of our church board took minutes in shorthand at the September meeting.  She died a few days later but her daughter gave the shorthand minutes to a board member. We were able to find someone who knew shorthand to transcribe the secretaries shorthand and create a minutes document.  The board approved the minutes.  It is clear that the secretary pro tem at the October meeting where the September minutes were approved can initial the minutes but who can sign the September minutes?

One board member said that the minutes did not need to be signed. What matters is that the minutes have been approved.  But in September the board named new signers for the bank account. The bank wants signed minutes.  Obviously we can just go to the November meeting and take that action a second time and have the secretary for that meeting sign the minutes before expiring. But could we also make a motion to order a member of the board to sign the September minutes?

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with condolences.

In my opinion the person who was secretary at the meeting where the minutes were approved is the signer of the minutes. 

It doesn't matter if the signer was at the meeting the minutes were about, but he has to be present at the meeting where the minutes were approved. (obviously)

So in your case the secretary pro tem has to sign the minutes.

 

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On 10/28/2022 at 11:34 PM, Guest PeterDeg said:

The secretary of our church board took minutes in shorthand at the September meeting.  She died a few days later but her daughter gave the shorthand minutes to a board member. We were able to find someone who knew shorthand to transcribe the secretaries shorthand and create a minutes document.  The board approved the minutes.  It is clear that the secretary pro tem at the October meeting where the September minutes were approved can initial the minutes but who can sign the September minutes?

Generally speaking, the minutes are signed by the person who took the minutes, although that is not possible in this instance. In my view, the closest equivalent would be for the person who transcribed the shorthand and created the minutes to sign them. Given the unusual circumstances, it might be best to include a brief note saying something like "Transcribed by [name] based upon the shorthand notes of [name]", in order to avoid creating the impression that the minutes were taken by this person.

It would seem to me another option would simply be for the minutes not to be signed at all. The lack of such a signature would not affect the validity of the minutes.

On 10/29/2022 at 3:43 AM, puzzling said:

with condolences.

In my opinion the person who was secretary at the meeting where the minutes were approved is the signer of the minutes. 

It doesn't matter if the signer was at the meeting the minutes were about, but he has to be present at the meeting where the minutes were approved. (obviously)

So in your case the secretary pro tem has to sign the minutes.

This is not correct. The minutes are signed by the person who took the minutes, and the minutes are signed upon submission. The minutes are initialed by the person serving as secretary when the minutes are approved.

I think this is clear from the fact that the text refers to the signature in 48:7, in the section discussing the contents of the minutes. (The text even notes that an older practice included the words "Respectfully Submitted" along with the signature, a practice which would make no sense if the minutes were not signed until they were approved, and quite possibly signed by someone other than the person who submitted them.) Conversely, the initials are discussed in 48:14, in a section regarding approval of the minutes.

Edited by Josh Martin
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On 10/29/2022 at 12:34 AM, Guest PeterDeg said:

The secretary of our church board took minutes in shorthand at the September meeting.  She died a few days later but her daughter gave the shorthand minutes to a board member. We were able to find someone who knew shorthand to transcribe the secretaries shorthand and create a minutes document.  The board approved the minutes.  It is clear that the secretary pro tem at the October meeting where the September minutes were approved can initial the minutes but who can sign the September minutes?

One board member said that the minutes did not need to be signed. What matters is that the minutes have been approved.  But in September the board named new signers for the bank account. The bank wants signed minutes.  Obviously we can just go to the November meeting and take that action a second time and have the secretary for that meeting sign the minutes before expiring. But could we also make a motion to order a member of the board to sign the September minutes?

All you need for the bank is a certified copy of the resolution naming the signatories, not the entire minutes.  Create a verbatim copy of the resolution, and include the following language below it:

This is to certify that the above is a true and correct copy of a resolution adopted on <date> at a <regular/properly called> meeting of the <society name> at which a quorum was present.

__________________________                                          _________________________

And have it signed by two officers; the president and treasurer would be an appropriate pair.

 

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On 10/28/2022 at 11:34 PM, Guest PeterDeg said:

One board member said that the minutes did not need to be signed. What matters is that the minutes have been approved.  But in September the board named new signers for the bank account. The bank wants signed minutes.  Obviously we can just go to the November meeting and take that action a second time and have the secretary for that meeting sign the minutes before expiring. But could we also make a motion to order a member of the board to sign the September minutes?

When I first read this, I completely missed the part about the bank, and therefore my previous response focused on the correct answer as a matter of parliamentary law. In regard to the bank's requirements, it would seem to me that would be a question for the bank.

In regard to the question about whether the board can "make a motion to order a member of the board to sign the September minutes," I see no reason why not. There is nothing preventing the board from having additional persons sign the minutes if it wishes. Indeed, RONR notes that it is the custom in some societies for the minutes to be signed by the secretary and the president.

"Minutes should be signed by the secretary and can also be signed, if the assembly wishes, by the president." RONR (12th ed.) 48:7

Edited by Josh Martin
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