Clerical corrections to minutes

[Guest Catherine Martin]

My organization is currently being asked by a national bank to update the title and officer names to our meeting minutes in order to verify the treasurers identification and add them as a signer on the account.

The legal name of our organization and the date it was established is not currently used in the minutes, nor are the legal names (first name, middle initial, last name) or our officers.

Can the secretary change the minutes to satisfy the banks request without a meeting of the board to approve?

[Atul Kapur]

If those minutes have been approved, then an individual canNOT unilaterally amend them.

If the minutes are of a board meeting, the board can amend them using the motion to Amend Something Previously Adopted.

If it was a membership meeting, the membership has the authority.

In case it helps, I have written  letters (as secretary) clarifying that the terminology used in the minutes is equivalent to the terms the bank wants to see. 

[Bruce Lages]

No - the rules in RONR do not authorize the secretary to add additional information to the minutes without approval of the membership. Even in the case of draft minutes which have not yet been approved, I don't believe it would be appropriate for the secretary to insert such information if it did not arise as part of the business transacted during that meeting.

I think your best bet here is at the next board meeting, or at a special meeting if your rules provide for calling special meetings, have the board approve a motion confirming that [full legal name] is the duly elected treasurer of the [full legal name] organization, and that the treasurer's name is to be an authorized signer on the organization's account. If time is a factor here and you can do this at a special meeting, this can be the only item of business listed, so that the minutes can easily be approved at the same meeting, after a brief recess if necessary.

I will say that, in my experience, it is often possible to satisfy the bank's request just by a letter from the secretary confirming the treasurer's information and requesting inclusion as an authorized signer. All the better if you can do this on organizational letterhead stationery.

 

[J. J.]

On 12/28/2023 at 3:59 PM, Bruce Lages said:

No - the rules in RONR do not authorize the secretary to add additional information to the minutes without approval of the membership. Even in the case of draft minutes which have not yet been approved, I don't believe it would be appropriate for the secretary to insert such information if it did not arise as part of the business transacted during that meeting.

I think your best bet here is at the next board meeting, or at a special meeting if your rules provide for calling special meetings, have the board approve a motion confirming that [full legal name] is the duly elected treasurer of the [full legal name] organization, and that the treasurer's name is to be an authorized signer on the organization's account. If time is a factor here and you can do this at a special meeting, this can be the only item of business listed, so that the minutes can easily be approved at the same meeting, after a brief recess if necessary.

I will say that, in my experience, it is often possible to satisfy the bank's request just by a letter from the secretary confirming the treasurer's information and requesting inclusion as an authorized signer. All the better if you can do this on organizational letterhead stationery.

 

I generally agree with Dr. Kapur and Mr. Lages, I would note that if the minutes in question have not yet been approved, they may be "corrected," or in actuality amended, to include the additional information. 

[Gary Novosielski]

The secretary could provide a certified copy of the resolution as adopted, and signing it with the notation:

This is to certify that the above resolution was adopted on <date> at a <regular / properly called> meeting of the <Legally Named Spelunking Club> at which a quorum was present.

     /s/
Nora Benét
Secretary

I've seen it work.