Motion and Vote Required to Approve Minutes?

[Don York]

I recall an old version of RRs stating the minutes do not have to be voted on to approve.  Is that still the normal practice?  I see a lot of firms that state otherwise in their rules.  Thanks!!

[George Mervosh]

On 12/8/2022 at 2:41 PM, Don York said:

I recall an old version of RRs stating the minutes do not have to be voted on to approve.  Is that still the normal practice?  I see a lot of firms that state otherwise in their rules.  Thanks!!

Yes.  See RONR (12th ed.) 41:9-12

[Richard Brown]

Agreeing with Mr. Mervosh, and in case you do not have a copy of the 12th edition of RONR, the pertinent language in §41:11 is as follows:

After any proposed corrections have been disposed of, and when there is no response to the chair’s inquiry, “Are there any corrections [or “further corrections”] to the minutes?” the chair says, “There being no corrections [or “no further corrections”] to the minutes, the minutes stand [or “are”] approved [or “approved as read,” or “approved as corrected”].” The minutes are thus approved without any formal vote, even if a motion for their approval has been made. The only proper way to object to the approval of the secretary’s draft of the minutes is to offer a correction to it. 3 It should be noted that a member’s absence from the meeting for which minutes are being approved does not prevent the member from participating in their correction or approval. (Emphasis added).

I will add that a footnote to that section provides that if more time or research is necessary to insure that the minutes are accurate, a motion to refer the matter to a committee or to postpone the approval until a certain time (normally the next meeting) would be in order.

 

Edited December 8, 2022 at 08:56 PM by Richard Brown
Added last paragraph re the footnote

[Atul Kapur]

On 12/8/2022 at 2:41 PM, Don York said:

I see a lot of firms that state otherwise in their rules. 

The firm's rules overrule what is stated in RONR for that firm, if they do specifically say that. 

It's not a preferred practice, but many do do it that way. 

[Don York]

Gentlemen, thank you for the prompt response and clarification.  I do indeed appreciate it!

[Don York]

On 12/8/2022 at 2:50 PM, Richard Brown said:

Agreeing with Mr. Mervosh, and in case you do not have a copy of the 12th edition of RONR, the pertinent language in §41:11 is as follows:

After any proposed corrections have been disposed of, and when there is no response to the chair’s inquiry, “Are there any corrections [or “further corrections”] to the minutes?” the chair says, “There being no corrections [or “no further corrections”] to the minutes, the minutes stand [or “are”] approved [or “approved as read,” or “approved as corrected”].” The minutes are thus approved without any formal vote, even if a motion for their approval has been made. The only proper way to object to the approval of the secretary’s draft of the minutes is to offer a correction to it. 3 It should be noted that a member’s absence from the meeting for which minutes are being approved does not prevent the member from participating in their correction or approval. (Emphasis added).

I will add that a footnote to that section provides that if more time or research is necessary to insure that the minutes are accurate, a motion to refer the matter to a committee or to postpone the approval until a certain time (normally the next meeting) would be in order.

 

Thank you!!

[Don York]

On 12/8/2022 at 3:08 PM, Atul Kapur said:

The firm's rules overrule what is stated in RONR for that firm, if they do specifically say that. 

It's not a preferred practice, but many do do it that way. 

Thank you!

[Don York]

On 12/8/2022 at 3:08 PM, Atul Kapur said:

The firm's rules overrule what is stated in RONR for that firm, if they do specifically say that. 

It's not a preferred practice, but many do do it that way. 

Thank you!!

[Gary Novosielski]

On 12/8/2022 at 4:08 PM, Atul Kapur said:

The firm's rules overrule what is stated in RONR for that firm, if they do specifically say that. 

It's not a preferred practice, but many do do it that way. 

I'd bet a quarter that many more firms do it that way than have rules which actually say that.