Minutes never accepted or placed on agenda for acceptance

[Elbie70]

It is our President who puts together and sends out the agenda for BOD meetings and general membership meetings. He sends out the agendas via emails to all BOD members and asks if there are any additions. Each time we have had an upcoming BOD meeting, I have asked that acceptance of the previous meeting minutes be placed on the agenda. He refuses to do this, and I cannot get an answer as to why. The BOD usually meets each month. He has never put the minutes of the general membership meetings on the membership meeting agenda either even though I have asked that he do so. So far, no one else on the BOD has anything to say about this one way or the other. Am I wrong to expect that the minutes of the BOD and general membership meetings be on the agendas? 

[Bruce Lages]

Is it just that approval of the minutes is not being included on the agenda or are the respective members of the board and general membership not being given the opportunity to approve their minutes at all?

[Gary Novosielski]

Does the secretary prepare draft minutes? 

When a meeting is called to order, is the agenda approved by the members present?  If so, has anyone moved to add Reading and Approval of Minutes to the agenda?

Has anyone raised a Point of Order, when the first item of business is introduced, that Reading and Approval of Minutes has been skipped, but is required by the rules?  (assuming your bylaws specify RONR as your parliamentary authority)

Are you familiar with the procedures for raising Points of Order  (§23) and Appeals (§24)?   [RONR 12th ed.]

Edited April 1, 2023 at 09:15 PM by Gary Novosielski

[Bruce Lages]

I just see now that your title implies that the minutes are not being approved at your board or membership meetings. Apologies for missing that the first time.

The approval of the previous meeting's minutes is a basic and essential item of business for all organizations. It is the only way that an accepted and official record of the organization's business decisions is created. Failure to do this can cause potentially serious issues, and possibly legal issues as well, for your organization. I would be very curious to know why your president thinks this is not necessary. See RONR, 12th ed. 41:9-12 and 48:9-15 for more information on reading and approval of minutes.

You might start be asking your president why he  refuses to include this step. The reading and approval of the minutes should be the first item of business after any opening ceremonies. But note that if copies of the minutes are circulated beforehand the reading of the minutes can be dispensed with. When this does not occur, you could raise a point of order that the minutes need to be approved. If the president rules your point of order not well taken be prepared to appeal, which requires a second, and put the issue into the hands of the assembly. I would hope that convincing your membership that the minutes need to be approved would not be a difficult job.

As a final solution, you might to consider getting a new president.

[Gary Novosielski]

On 4/1/2023 at 5:14 PM, Bruce Lages said:

You might start be asking your president why he  refuses to include this step

We are told that has been done and the pres. refuses to answer.  I'm trying to imagine what happens next.

[Dan Honemann]

On 4/1/2023 at 4:19 PM, Elbie70 said:

It is our President who puts together and sends out the agenda for BOD meetings and general membership meetings. He sends out the agendas via emails to all BOD members and asks if there are any additions. Each time we have had an upcoming BOD meeting, I have asked that acceptance of the previous meeting minutes be placed on the agenda. He refuses to do this, and I cannot get an answer as to why. The BOD usually meets each month. He has never put the minutes of the general membership meetings on the membership meeting agenda either even though I have asked that he do so. So far, no one else on the BOD has anything to say about this one way or the other. Am I wrong to expect that the minutes of the BOD and general membership meetings be on the agendas? 

First things first.  You say your President "puts together and sends out the agenda for BOD meetings and general membership meetings."  Do your bylaws give your President any authority to do this sort of thing?  Nothing in Robert's Rules of Order gives him any such authority.  If your bylaws do not give him this authority, the "agenda" that he prepares means nothing at all unless and until it is adopted by the board or by the membership, as the case may be, and when and if it is offered for adoption, it is subject to amendment by majority vote.

[Elbie70]

Thank you for your response.

Our bylaws state that "The President shall serve as general executive officer and shall appoint the chairs of all Chapter committees. The President shall oversee all activities of the chapter and preside at all membership and board meetings. " The duties of the Secretary, among other things, is "to send all required notices to members of the Chapter, as required by these bylaws or otherwise." The bylaws do not appear to specify who sends out the agendas. In addition, our bylaws state, "Robert's Rules of Order, Newly Revised shall govern the meetings on all matters relating to order and procedure, including nominations and elections." The agenda is a list of items to be discussed. There is no "old" business or "new" business.

In my correspondence with the President concerning the BOD meeting next week, when I noticed that he did not include "acceptance of last meetings minutes, I asked why he is was not including acceptance of the BOD minutes. I got no response. I even asked why this was apparently a problem.

I also stated that all that has to be done is for the minutes to be emailed and corrections asked for. I then stated that at the actual meeting, if no further corrections were received or offered, the President could simply state the minutes were accepted. I got no response from anyone and the minutes were not added to the agenda.

I am very frustrated and see no reason why this issue is problem.

Elbie 

[Rob Elsman]

After a meeting is called to order, the failure of the chair to have read and approved the minutes of the previous meeting is cause for any member to make a privileged motion, Call for the Orders of the Day, which requires the chair to adhere to the established order of business. See RONR (12th ed.) §18.

[Richard Brown]

@Elbie70maybe instead of asking the president about the minutes, you should be asking the secretary. You might also raise a point of order if the president takes up an item of business after calling the meeting to order without first calling for the reading and approval of the minutes. Just explained that RONR called for reading an approval of the minutes to be the first item of business after calling the meeting to order. I’m afraid if you call for the orders of the day and the president has distributed an agenda, he will likely say “I am following the orders of the day. I am taking up the next item on the agenda“. He probably does not understand that the agenda is not binding unless it has actually been adopted or approved at the start of the meeting. 

[Rob Elsman]

You all drop this agenda thing. Like many other groups, this one is stumbling over it. So, all of you carefully read RONR (12th ed.) §41 and forget the agenda.

 

[Elbie70]

I have been on the BOD for 6 years and a member of this organization for 13. Until this current president, all other presidents we have had have asked for approval of agenda after asking for additions at the start of a meeting and have presented a standard agenda which calls for minutes, treasurer's report, old and new business, etc. This president does not do this at all. He even changed the meeting place and time without BOD approval even though the bylaws specify these changes to be BOD decisions. I plan to ask the question as to why the minutes are excluded at the upcoming BOD meeting. 

Elbie

[Gary Novosielski]

On 4/1/2023 at 10:51 PM, Rob Elsman said:

After a meeting is called to order, the failure of the chair to have read and approved the minutes of the previous meeting is cause for any member to make a privileged motion, Call for the Orders of the Day, which requires the chair to adhere to the established order of business. See RONR (12th ed.) §18.

The trouble is that the minutes appear to have been omitted as an order of the day.

[Gary Novosielski]

On 4/2/2023 at 10:39 PM, Elbie70 said:

I have been on the BOD for 6 years and a member of this organization for 13. Until this current president, all other presidents we have had have asked for approval of agenda after asking for additions at the start of a meeting and have presented a standard agenda which calls for minutes, treasurer's report, old and new business, etc. This president does not do this at all. He even changed the meeting place and time without BOD approval even though the bylaws specify these changes to be BOD decisions. I plan to ask the question as to why the minutes are excluded at the upcoming BOD meeting. 

Elbie

I think it may be time to switch tactics from asking questions to raising Points of Order. 

Asking why the minutes were omitted can yield no useful information.  There might be excuses for omitting them in the past, but there can be no valid reason for intentionally planning to omit them in the future. And besides, answering questions seems not to be a priority of the president, while responding to Points of Order is required.  And the answers to questions cannot be appealed from, while rulings on points of order can be.  

I'm not sure if you answered some of my questions above:

On 4/1/2023 at 5:12 PM, Gary Novosielski said:

Does the secretary prepare draft minutes? 

When a meeting is called to order, is the agenda approved by the members present?  If so, has anyone moved to add Reading and Approval of Minutes to the agenda?

Has anyone raised a Point of Order, when the first item of business is introduced, that Reading and Approval of Minutes has been skipped, but is required by the rules?  (assuming your bylaws specify RONR as your parliamentary authority)

Are you familiar with the procedures for raising Points of Order  (§23) and Appeals (§24)?   [RONR 12th ed.]

 

[Elbie70]

This is a copy of the email the BOD members received yesterday. Our board meeting is tomorrow night. Please note that the minutes the President refers to that are attached to the email are for the general membership meeting that was held in March. They are not the minutes of the February BOD meeting (the March BOD meeting was canceled). Apparently, according to our President, the BOD can accept these general membership meeting minutes. Apparently, these minutes will not be presented to the general membership. The BOD minutes from our last meeting are not on the agenda for the board meeting. If minutes are not on the agenda and not accepted at a meeting, than there is no official record in the minutes that were accepted  - is that correct?

The President wrote - "All,

I got the Mar 14 Monthly Chapter meeting minutes from Secretary Ted, and the audited Treasurer’s Report as of 2023-04 from Jeff. If anyone has any corrections or objections to these, send them to Ted and Jeff, respectively, and copy me. If there is no majority objection, we will keep these as our official records. I’ve also attached an updated Agenda for our Board meeting this Tuesday night."

I spoke to our secretary today. He informed me that president told him that only the BOD meetings were important and that the membership "minutes" really only need to be notes from the meeting. Those "notes" would be put on the Facebook page and website if anyone cared to look at them. 

This is where things stand at the moment.

Elbie

[Josh Martin]

On 4/3/2023 at 2:41 PM, Elbie70 said:

Apparently, according to our President, the BOD can accept these general membership meeting minutes.

This is not correct, unless the organization's rules so provide, or unless the assembly authorized the board to do this at a previous meeting. RONR does advise this in some circumstances, such as if the next meeting of the membership will not occur for a very long time.

On 4/3/2023 at 2:41 PM, Elbie70 said:

The BOD minutes from our last meeting are not on the agenda for the board meeting.

The board should be approving the minutes from the previous board meeting.

On 4/3/2023 at 2:41 PM, Elbie70 said:

If minutes are not on the agenda and not accepted at a meeting, than there is no official record in the minutes that were accepted  - is that correct?

If the minutes are not accepted, then the assembly does not have any official record of the meeting covered by those minutes. The approval of the minutes should be recorded in the minutes where the minutes are approved.

On 4/3/2023 at 2:41 PM, Elbie70 said:

I got the Mar 14 Monthly Chapter meeting minutes from Secretary Ted, and the audited Treasurer’s Report as of 2023-04 from Jeff. If anyone has any corrections or objections to these, send them to Ted and Jeff, respectively, and copy me. If there is no majority objection, we will keep these as our official records.

Do the organization's bylaws or applicable law authorize the board to conduct business via email?

On 4/3/2023 at 2:41 PM, Elbie70 said:

I spoke to our secretary today. He informed me that president told him that only the BOD meetings were important and that the membership "minutes" really only need to be notes from the meeting. Those "notes" would be put on the Facebook page and website if anyone cared to look at them. 

Minutes are required to be taken of meetings of both the board meetings and membership meeting and minutes are subject to approval.

It may well be that very little business is conducted at the membership meetings, and that most business is conducted at board meetings. Perhaps that is what the President is getting at. Nonetheless, minutes must still be taken - the minutes will just be very brief.