Annual meeting of members minutes approval

[rulesasker]

When a society has an annual meeting of members where board members are elected, when do these minutes get approved? At the next board meeting or meeting of members?

For such an annual meeting, do the minutes from the prior annual meeting get approved, or the prior board meeting? If the prior board meeting, how would the members have the ability to approve the board meeting minutes if they aren't members of the board?

[Atul Kapur]

The minutes of board meetings are approved at the next board meeting.

The minutes of meetings of the members are approved at the next meeting of the members, unless they take the advice in RONR and delegate this task to a minutes approval committee or to the board. This is recommended if the meetings of the members are infrequent.

[rulesasker]

On 11/26/2022 at 11:58 AM, Atul Kapur said:

unless they take the advice in RONR and delegate this task to a minutes approval committee or to the board.

Thank you! Could the board delegate that task or do we need to amend the bylaws? For example, at a board meeting prior to the annual meeting, could we adopt a motion "that the minutes of the annual meeting will be approved by the board at the board meeting following the annual meeting?"

Edited November 26, 2022 at 06:53 PM by rulesasker

[Joshua Katz]

The board cannot, but the annual meeting can, by adopting a motion to that effect.

[Atul Kapur]

On 11/26/2022 at 1:36 PM, rulesasker said:

Could the board delegate that task ... ?

The board does not have authority over the members' meeting. So, no, it cannot make this decision for the meeting of the members. 

[Alicia Percell, PRP]

The answers you received above are based on RONR (12th ed.) 48:12, which says in part (underline added):

"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."

You could either adopt a motion during the annual meeting to delegate the minutes of that year's meeting to the board or to a special committee.  Or you could adopt a bylaw which does the delegation for you without having to adopt such a motion during each annual meeting.

[Bruce Lages]

I would just add that by giving the board or a committee the power to approve the minutes of an annual meeting, the membership does not give up their ability to correct those approved minutes if necessary. The motion to Amend Something Previously Adopted (RONR, Section 35) can be used by the general membership at their next annual meeting to make any necessary corrections to the minutes as approved by the board or a committee.

[Gary Novosielski]

On 11/26/2022 at 1:36 PM, rulesasker said:

Thank you! Could the board delegate that task or do we need to amend the bylaws? For example, at a board meeting prior to the annual meeting, could we adopt a motion "that the minutes of the annual meeting will be approved by the board at the board meeting following the annual meeting?"

You seem to have the roles reversed.  The board is a subordinate body to the membership.  The membership, at the annual meeting, can move "that the minutes of this meeting be approved by the board".   But the board cannot decide anything about the membership meeting, since it has no authority over the membership.  It can receive instructions from the membership--not issue them to the membership.

[rulesasker]

On 11/26/2022 at 11:24 PM, Gary Novosielski said:

But the board cannot decide anything about the membership meeting, since it has no authority over the membership

The bylaws give the board the power to conduct the association’s business between meetings, which I think is standard for an association like this, so the reasoning would be that that includes approving the association’s minutes. It sounds like there is some reason that doesn’t hold water, but I’m not following it.

Edited November 27, 2022 at 05:44 AM by rulesasker

[Atul Kapur]

Approval of the minutes is business that occurs at the meeting, not between meetings, unless the meeting (or a rule) has delegated the task.

[Gary Novosielski]

On 11/27/2022 at 12:42 AM, rulesasker said:

The bylaws give the board the power to conduct the association’s business between meetings, which I think is standard for an association like this, so the reasoning would be that that includes approving the association’s minutes. It sounds like there is some reason that doesn’t hold water, but I’m not following it.

As @Atul Kapur points out, minutes approval does not take place between meetings, and the board cannot pass a motion making it so.  But the membership can delegate one of its powers to the board, still retaining the power to correct any errors missed or added by the board.  

Between meetings, the powers of the board are somewhat limited to routine business.  The "between meetings" language is enough to allow the board accept resignations and fill vacancies in offices, but it is not enough to hold elections or amend bylaws.  A fairly detailed review is advisable if the board is going to assert powers that go far beyond paying the phone bill and keeping the lights on.

Edited November 28, 2022 at 05:12 AM by Gary Novosielski
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[Richard Brown]

Agreeing with my colleagues, the wording in the bylaws that gives the board the authority to conduct the affairs of the organization between meetings of the membership DOES NOT confer upon the board the authority to approve minutes of  membership meetings. Only the bylaws, a special rule of order, or the membership itself can grant the board this authority.