APPROVING MINUTES WHEN MEMBERSHIP HAS CHANAGED

[Guest Melissa90]

My question pertains to a committee of a nonprofit Board of Directors. Two members of a three-member committee resigned from the Board; new members were appointed. When the committee next met, the first order of business was to approve the minutes of the prior meeting. But the two new members had not been present at the earlier meeting, and therefore could not rightly address whether the minutes were accurate. What happens? Are minutes simply not approved? Are they recorded by the Chair of the committee (the only one continuing to serve) in a draft or provisional state?

Thanks in advance for your guidance.

[Josh Martin]

On 10/6/2023 at 2:37 PM, Guest Melissa90 said:

My question pertains to a committee of a nonprofit Board of Directors. Two members of a three-member committee resigned from the Board; new members were appointed. When the committee next met, the first order of business was to approve the minutes of the prior meeting. But the two new members had not been present at the earlier meeting, and therefore could not rightly address whether the minutes were accurate. What happens?

I would first note that committees generally do not take minutes. Rather, their reports serve as the committee's records. To the extent a more detailed record of the committee's meetings is required, a memorandum in the nature of minutes, which need not be approved, can be kept.

To the extent, however, that this committee is required to keep minutes under the organization's rules or by instructions from the board...

The minutes must be approved. All members have a right to vote on the minutes, although certainly the persons who were not present at the prior meeting may wish to follow the lead of the person who was present.

On 10/6/2023 at 2:37 PM, Guest Melissa90 said:

Are minutes simply not approved? Are they recorded by the Chair of the committee (the only one continuing to serve) in a draft or provisional state?

No to both questions.

[Gary Novosielski]

On 10/6/2023 at 3:37 PM, Guest Melissa90 said:

My question pertains to a committee of a nonprofit Board of Directors. Two members of a three-member committee resigned from the Board; new members were appointed. When the committee next met, the first order of business was to approve the minutes of the prior meeting. But the two new members had not been present at the earlier meeting, and therefore could not rightly address whether the minutes were accurate. What happens? Are minutes simply not approved? Are they recorded by the Chair of the committee (the only one continuing to serve) in a draft or provisional state?

Thanks in advance for your guidance.

Those who are members at the time of Reading and Approval of Minutes my participate fully in the process, whether they were present, or even members, at the prior meeting in question.

In the unusual case where a committee takes minutes, the rules for approval would be the same as for an assembly.  When the minutes have been read, or reading has been waived, the chair asks, "Are there any correcttions to the minutes?"  Corrections are handled as amendments to the draft minutes, and are often agreed to by unanimous consent, but in the case of dispute, a majority vote decides whether the correction is agreed to.  All memers may vote.

No vote is taken on final approval.  Once there are no (further) corrections, the chair announces that the minutes are approved.   Non-approval is not an option.  The only way to object to the contents is to offer a correction.