Approval of the minutes for Annual Meeting of the membership

[Guest Gary]

Our Society has regular quarterly meetings of the BOD and an annual meeting of the entire membership. When is it proper to approve the minutes of the annual meeting? It was my understanding that anyone that attended a meeting has the right to correct the minutes of that meeting, but that would mean not approving the minutes until the next annual meeting? The bylaws are silent on this topic.

Thanks 

[Josh Martin]

On 10/13/2023 at 5:28 PM, Guest Gary said:

Our Society has regular quarterly meetings of the BOD and an annual meeting of the entire membership. When is it proper to approve the minutes of the annual meeting? It was my understanding that anyone that attended a meeting has the right to correct the minutes of that meeting, but that would mean not approving the minutes until the next annual meeting? The bylaws are silent on this topic.

"Exceptions to the rule that minutes are approved at the next regular meeting (or at the next meeting within the session) arise when the next meeting will not be held within a quarterly time interval, when the term of a specified portion of the membership will expire before the start of the next meeting, or when, as at the final meeting of a convention, the assembly will be dissolved at the close of the present meeting. In any of these cases, minutes that have not been approved previously should be approved before final adjournment, or the assembly should authorize the executive board or a special committee to approve the minutes. The fact that the minutes are not read for approval at the next meeting does not prevent a member from having a relevant excerpt read for information; nor does it prevent the assembly in such a case from making additional corrections, treating the minutes as having been previously approved (see 48:15)." RONR (12th ed.) 48:12

[Gary Novosielski]

On 10/13/2023 at 6:28 PM, Guest Gary said:

Our Society has regular quarterly meetings of the BOD and an annual meeting of the entire membership. When is it proper to approve the minutes of the annual meeting? It was my understanding that anyone that attended a meeting has the right to correct the minutes of that meeting, but that would mean not approving the minutes until the next annual meeting? The bylaws are silent on this topic.

Thanks 

Agreeing with all of @Josh Martin's reply, I would add that your understanding is not quite right.  Anyone who is a member at a meeting at which minutes are being approved has the right to participate fully in the approval process of the minutes, notwithstanding their absence, or even their non-membership during that prior meeting.

• If you are a member now, you can offer corrections for any meeting past or present.
• If you are not a member now, you cannot participate in the approval of a meeting even if you attended and were a member then.

[Richard Brown]

Agreeing with both of my colleagues, I would emphasize the following part of the response by Josh Martin, taken verbatim from RONR, as a recommended practice for approving the minutes of your annual meeting:

On 10/13/2023 at 5:40 PM, Josh Martin said:

. . . the assembly should authorize the executive board or a special committee to approve the minutes.

If you cannot approve the minutes before the adjournment of the annual meeting, rather than waiting a full year to approve the minutes, prior to adjournment of the annual meeting the assembly should adopt a motion authorizing the executive board (your board of directors) or a special committee to approve the minutes.  The motion needs to be adopted prior to adjournment of the annual meeting.  You might consider amending your bylaws or special rules of order to include a provision for the approval of the minutes of your annual meeting.  You do not want to wait a year for the next annual meeting to approve the minutes.