Minutes - status of minutes of annual meeting.

[Guest Ken Hatcher]

If the annual meeting adjourns sine die, not to meet again for another 12 months, can the Board arrogate to itself, sua sponte, the authority to correct, if necessary, and to approve the secretary's draft? Or, do the minutes remain as a draft during the 12-month interim?

[Shmuel Gerber]

On 3/22/2023 at 3:35 PM, Guest Ken Hatcher said:

If the annual meeting adjourns sine die, not to meet again for another 12 months, can the Board arrogate to itself, sua sponte, the authority to correct, if necessary, and to approve the secretary's draft? Or, do the minutes remain as a draft during the 12-month interim?

It may be that the board will justify approving the minutes via argumentum ab inconvenienti and pro bono publico, but RONR gives the board no such authority, even if the minutes were taken by a secretary pro tempore. 

[George Mervosh]

On 3/22/2023 at 3:35 PM, Guest Ken Hatcher said:

If the annual meeting adjourns sine die, not to meet again for another 12 months, can the Board arrogate to itself, sua sponte, the authority to correct, if necessary, and to approve the secretary's draft? Or, do the minutes remain as a draft during the 12-month interim?

No.  The members at the annual meeting should have authorized the board to approve the minutes, or, appointed a committee to approve them, but the board cannot assume such powers.  See RONR (12th ed.), 48:12  In your case the minutes remain unapproved.  Next year the assembly needs to take some action so that they don't have to wait a year for an approved set of minutes.  

Of course I prefer Mr. Gerber's reply to mine, but the delete function isn't available any longer. 

Edited March 22, 2023 at 07:57 PM by George Mervosh
Added last sentence

[Guest Ken HaItcher]

I agree - reductio ad absurdum ?  and I didn't take Latin.      🙂

[Gary Novosielski]

On 3/22/2023 at 3:35 PM, Guest Ken Hatcher said:

If the annual meeting adjourns sine die, not to meet again for another 12 months, can the Board arrogate to itself, sua sponte, the authority to correct, if necessary, and to approve the secretary's draft? Or, do the minutes remain as a draft during the 12-month interim?

In porcus oculo.

[Guest Ken Hatcher]

The assembly's custom is to consider the minutes of the annual meeting at the subsequent annual meeting 12 months later. RONR urges the assembly to give authority to the Board to consider approval of the minutes more promptly as Mr. Mervosh noted above: 48:12 when the next meeting will not be held within a quarterly time interval "...the assembly should authorize the executive board or a special committee to approve the minutes." What are the strongest arguments to urge the assembly at its annual meeting in June to authorize prompt Board action and break from the custom of delaying 12 months to the following June to consider approval of the minutes?

[Josh Martin]

On 4/9/2023 at 2:05 PM, Guest Ken Hatcher said:

What are the strongest arguments to urge the assembly at its annual meeting in June to authorize prompt Board action and break from the custom of delaying 12 months to the following June to consider approval of the minutes?

The strongest argument is a practical one - people tend to have a difficult time remembering what happened at a meeting a year ago. By authorizing the board or a special committee to approve the minutes, this ensures that the minutes are reviewed and approved while the events of the meeting are still fresh in people's minds.

[Guest Ken Hatcher]

Thank you. I had thought there might be legal consequences during a year of delay in approving the minutes. I also thought perhaps there were problems in the implementation of action approved by the assembly but not reported as approved during the 12-month delay in approving the minutes. However it seems there is not much practical consequence to a 12-month delay. The assembly is to convene for its annual meeting in June and I was going to urge a motion to authorize the Board to consider and approve the minutes at the Board's next regular meeting after the assembly's annual meeting.

[George Mervosh]

On 4/11/2023 at 11:47 AM, Guest Ken Hatcher said:

Thank you. I had thought there might be legal consequences during a year of delay in approving the minutes. I also thought perhaps there were problems in the implementation of action approved by the assembly but not reported as approved during the 12-month delay in approving the minutes. However it seems there is not much practical consequence to a 12-month delay. The assembly is to convene for its annual meeting in June and I was going to urge a motion to authorize the Board to consider and approve the minutes at the Board's next regular meeting after the assembly's annual meeting.

I think many of us here would agree that not having an official record of what transpired at a meeting for one year is unacceptable and could have undesired consequences. Adopting a motion by a majority vote to have the board approve the minutes or appointing a committee to approve them is a very simple yet important action, or it would not be recommended in RONR.  

[Richard Brown]

Guest Ken Hatcher, one of the most important reasons for not waiting a year to approve annual meeting minutes, in my experience, is that many banks insist on having a copy of signed minutes showing who the new officers are before they will permit you to change signatories on your organization bank account.  Not having minutes of your annual meeting approved promptly after your annual meeting can make it much more difficult to change the names of the officers who are able to sign checks.   Having signed and approved minutes that not only reflect who the new officers are but that a resolution or motion was adopted to have their names added to the checking account and the names of the former officers removed is often a tremendous help.