Approval of Minutes

[Guest Susan]

Is it possible to approve a previous meeting’s minutes by email agreement rather than waiting a month to approve them at the next meeting? 

[Gary Novosielski]

Minutes can only be approved at a meeting. So unless your bylaws authorize some sort of electronic meeting, where everyone can hear each other, that's going to be difficult.

However, your question appears to presume that waiting a month to approve the minutes is somehow problematic.  It shouldn't be.  Waiting a month to approve the minutes is practically commonplace among countless organizations.

What may be at work here is the misconception that the minutes must be approved before the motions recorded in them can go into effect.  This is not true.  In the ordinary case of a main motion that does not contain a proviso setting a future effective date, the motion goes into effect as soon as the chair says "The ayes have it,...."  Approving the minutes the next month is just a bookkeeping matter to make sure that the permanent record of that meeting is accurate. 

Nothing has to wait for approval.

Edited July 24, 2023 at 02:02 PM by Gary Novosielski

[J. J.]

On 7/24/2023 at 9:58 AM, Gary Novosielski said:

Minutes can only be approved at a meeting. So unless your bylaws authorize some sort of electronic meeting, where everyone can hear each other, that's going to be difficult.

However, your question appears to presume that waiting a month to approve the minutes is somehow problematic.  It shouldn't be.  Waiting a month to approve the minutes is practically commonplace among countless organizations.

What may be at work here is the misconception that the minutes must be approved before the motions recorded in them can go into effect.  This is not true.  In the ordinary case of a main motion that does not contain a proviso setting a future effective date, the motion goes into effect as soon as the chair says "The ayes have it,...."  Approving the minutes the next month is just a bookkeeping matter to make sure that the permanent record of that meeting is accurate. 

Nothing has to wait for approval.

You could establish a committee to do it.  The committee could include all the members of the assembly. 

[Gary Novosielski]

On 7/24/2023 at 10:08 AM, J. J. said:

You could establish a committee to do it.  The committee could include all the members of the assembly. 

Yes, but that would still be a meeting.  And it would provide no discernable advantage over simply waiting, as RONR recommends.  

If the society had established a Standing Committee on Frivolous Affairs, it could simply be referred there.  😀

[Rob Elsman]

On 7/24/2023 at 9:08 AM, J. J. said:

The committee could include all the members of the assembly.

As I opined in an earlier topic, this is absurd and should be ignored.

[J. J.]

On 7/24/2023 at 10:17 AM, Gary Novosielski said:

Yes, but that would still be a meeting.  And it would provide no discernable advantage over simply waiting, as RONR recommends.  

If the society had established a Standing Committee on Frivolous Affairs, it could simply be referred there.  😀

First of all, if the members do not find this frivolous, you should not be second guessing them.

Second, there may be a value in getting minutes, a record of the meeting approved earlier.

Third, RONR does permit a committee to approve minutes, where the time frame is longer (48:12).   They would need to adopt a rule, but they may wish to to this.

[puzzling]

On 7/24/2023 at 2:24 PM, Guest Susan said:

Is it possible to approve a previous meeting’s minutes by email agreement rather than waiting a month to approve them at the next meeting? 

It is possible to distribute draft minutes (as long as they are indicated as such)

So everyone has an inkling what was decided at the meeting and then wait with adopting them to the next meeting. (Hopefully without amendments)

[J. J.]

On 7/24/2023 at 10:50 AM, Rob Elsman said:

As I opined in an earlier topic, this is absurd and should be ignored.

If the society does not feel it is absurd, it is not.  Your judgment, unless a member, should be ignored.

Edited July 24, 2023 at 03:45 PM by J. J.

[J. J.]

On 7/24/2023 at 10:56 AM, puzzling said:

It is possible to distribute draft minutes (as long as they are indicated as such)

So everyone has an inkling what was decided at the meeting and then wait with adopting them to the next meeting. (Hopefully without amendments)

It may be something a bit different.

Certain things, e.g. opening/closing bank accounts, may require approved minutes.  Draft minutes may not  be sufficient.  If the society does a lot of this, it may be advantageous to have the minutes approved as soon as possible. 

[Gary Novosielski]

On 7/24/2023 at 10:56 AM, J. J. said:

First of all, if the members do not find this frivolous, you should not be second guessing them.

Second, there may be a value in getting minutes, a record of the meeting approved earlier.

Third, RONR does permit a committee to approve minutes, where the time frame is longer (48:12).   They would need to adopt a rule, but they may wish to to this.

First, the advice to delegate minutes approval to a committee is given with respect to annual meetings, not to assemblies that meet as frequently as monthly.

Second, the value in getting approval a week or two sooner is de minimus, and is offset by the necessity of the secretary's having to prepare the draft in a shorter time, which might hinder rather than aid the goal of accuracy.

Third, if it is practical to have the assembly meet monthly without undue hardship, it cannot be claimed that is "impractical to bring [the committee's] members together for a meeting" [RONR (12th ed.) 51:2] which meets with equal frequency and identical membership.  So the permission to decide anything based on the agreement of absent members would not apply.

Fourth, even if it did apply, allowing a committee to act based on the agreement of every one of the committee's members [Ibid.] is, in my view, limited to deciding what is included in its report to the parent assembly, and does not extend to other delegated powers

 

Edited July 24, 2023 at 04:32 PM by Gary Novosielski

[Gary Novosielski]

On 7/24/2023 at 11:08 AM, J. J. said:

It may be something a bit different.

Certain things, e.g. opening/closing bank accounts, may require approved minutes.  Draft minutes may not  be sufficient.  If the society does a lot of this, it may be advantageous to have the minutes approved as soon as possible. 

A copy of the resolution authorizing the bank activity, certified by the secretary and president, and stating that it was passed at a [regular/properly-called] meeting at which a quorum was present, will absolutely work.  Ask me how I know.

Edited to add:

For a belt-and-suspenders approach include this in the resolution:

And be it further Resolved that a certified copy of this resolution be prepared forthwith and supplied to the Last National Bank.

Edited July 24, 2023 at 06:19 PM by Gary Novosielski

[Shmuel Gerber]

On 7/24/2023 at 12:29 PM, Gary Novosielski said:

the value in getting approval a week or two sooner is de minimus

I disagree.

Although it may be de minimis.

[Gary Novosielski]

On 7/24/2023 at 2:36 PM, Shmuel Gerber said:

I disagree.

Although it may be de minimis.

I counter-agree.  You are, of course, correct.  I will have to sue the authors of my spelling checker for neglojince.  But I suppose my damages would be--oh, what's the phrase?--Mickey Mouse!

Edited July 24, 2023 at 06:48 PM by Gary Novosielski
remove superfluous detritis--er, I mean detritus.

[Shmuel Gerber]

On 7/24/2023 at 10:17 AM, Gary Novosielski said:

Yes, but that would still be a meeting.  And it would provide no discernable advantage over simply waiting, as RONR recommends.

Since you're suing anyway, the correct spelling is "discernible".

Hey, I could do this all day. Or at least ad nauseum ad nauseam. (Which perhaps I already have.)

Edited July 24, 2023 at 06:56 PM by Shmuel Gerber
Muphry's Law

[Rob Elsman]

Technically, it's DÉ MINIMIS.  

[Rob Elsman]

Nope, wrong again.  It's AD NAUSEAM.  NAUSEA is first declension, not second.

[Gary Novosielski]

On 7/24/2023 at 2:51 PM, Shmuel Gerber said:

Since you're suing anyway, the correct spelling is "discernible".

Hey, I could do this all day. Or at least ad nauseum ad nauseum. (Which perhaps I already have.)

No kidding, I gotta kick my spelling checker in the butt.  Apparently it has seen it both ways.  And it doesn't even try to blame it on the British.  

But you have to admit--nauseum v. nauseum is really splitting hares. 🫢

[Shmuel Gerber]

On 7/24/2023 at 2:58 PM, Rob Elsman said:

Nope, wrong again.  It's AD NAUSEAM.  NAUSEA is first declension, not second.

 

On 7/24/2023 at 2:59 PM, Gary Novosielski said:

No kidding, I gotta kick my spelling checker in the butt.  Apparently it has seen it both ways.  And it doesn't even try to blame it on the British.  

But you have to admit--nauseum v. nauseum is really splitting hares. 🫢

Already corrected. Just another instance of Muphry's Law in action. Well now it's my turn to complain about spell checking, because as soon as I typed in the wrong spelling (on purpose), autocorrect decided to update its previously correct suggestion to make it wrong the second time. 

[Drake Savory]

On 7/24/2023 at 10:29 AM, Gary Novosielski said:

Second, the value in getting approval a week or two sooner is de minimus, and is offset by the necessity of the secretary's having to prepare the draft in a shorter time, which might hinder rather than aid the goal of accuracy.

 

I gotta go with JJ here.  There might be a time where a body must approve the minutes before the next meeting.  Let's say a body needs to give their parent organization wants a copy of the minutes showing election of their delegates (someone complains the procedure used was wrong) and the next meeting is after the delegates meet?  Yes that is contrived but it goes to show that it is possible for a rare occurrence to happen where the body cannot wait until the next meeting to approve the minutes.    I don't think the OP was implying this was to be a regular thing but rather as needed.

[Gary Novosielski]

On 7/25/2023 at 11:00 AM, Drake Savory said:

I gotta go with JJ here.  There might be a time where a body must approve the minutes before the next meeting.  Let's say a body needs to give their parent organization wants a copy of the minutes showing election of their delegates (someone complains the procedure used was wrong) and the next meeting is after the delegates meet?  Yes that is contrived but it goes to show that it is possible for a rare occurrence to happen where the body cannot wait until the next meeting to approve the minutes.    I don't think the OP was implying this was to be a regular thing but rather as needed.

Perhaps on rare occasions.  But rather than trying to justify and set up a Roving Committee of the Whole, or other contrivance, just set an adjourned meeting an appropriate number of days in the future.  Done.  Or delegate to the Board or EC or whatever you've got that can meet between Meetings and actually take actions.  Y'know, normal stuff.

But in real life, such occasions are vanishingly rare.  And a certified resolution can solve virtually all of those.

[J. J.]

On 7/25/2023 at 11:26 AM, Gary Novosielski said:

Perhaps on rare occasions.  But rather than trying to justify and set up a Roving Committee of the Whole, or other contrivance, just set an adjourned meeting an appropriate number of days in the future.  Done.  Or delegate to the Board or EC or whatever you've got that can meet between Meetings and actually take actions.  Y'know, normal stuff.

But in real life, such occasions are vanishingly rare.  And a certified resolution can solve virtually all of those.

I hate to tell you this, but a lot of groups do not want to go to the time and possible expense of an adjourned.  The membership may have fewer that all the members, but that choice is up to them. 

[Drake Savory]

On 7/25/2023 at 12:35 PM, J. J. said:

I hate to tell you this, but a lot of groups do not want to go to the time and possible expense of an adjourned.

Plus how many bodies know a thing even exists?

[Drake Savory]

Following up on this, suppose a body knows the minutes need approved before the next meeting.  Is there any reason they can't make a committee then and there of all present then adjourn the meeting, wait a few minutes for the Secretary to finish them up and send them out digitally, then in committee approve them?

[J. J.]

On 7/25/2023 at 3:09 PM, Drake Savory said:

Following up on this, suppose a body knows the minutes need approved before the next meeting.  Is there any reason they can't make a committee then and there of all present then adjourn the meeting, wait a few minutes for the Secretary to finish them up and send them out digitally, then in committee approve them?

If properly authorized, none that I can see.

[Gary Novosielski]

On 7/25/2023 at 2:35 PM, J. J. said:

I hate to tell you this, but a lot of groups do not want to go to the time and possible expense of an adjourned.  The membership may have fewer that all the members, but that choice is up to them. 

Well, then I hate to tell those groups, but they should get to work on their bylaws and put the rules in place that they need for their situation, because the rules in RONR today do not say what they want them to say.