Who approves the general body minutes

[Jay M]

Our general body meeting was held 7 months ago.  Our board of trustees meet every month. The then secrteary did not prepare minutes of general body meeting. He is no more secretary  for this year but stil a board member.  Our organization scheduled a general body meeting  for next month. Meanwhile some of the board memebers are insisting to present the minutes of the last year General body to the board. The previous year secretary is saying he will present  minutes only to the general body and this board has no authority to verify the accuracy of the minutes. My question is what are the guide lines in preparing and presenting the minutes of the general body  or  and to the board? thnaks

 

[Gary Novosielski]

The minutes should be presented to the general membership for approval of their own minutes.

But this should not have been allowed to go 7 months without approval.  On what grounds are "some" board members insisting that the minutes be presented to the board?  

When the general membership will not be meeting on less than a quarterly interval, it should not simply fail to approve the minutes, or let them languish for many nonths.  It should make arrangement to have its minutes approved in a timely manner.  It can do this by appointing a committee to review and approve the minutes, it could also assign this approval process to the board, but the board can't insist on it.

[Jay M]

On 4/18/2024 at 10:30 PM, Gary Novosielski said:

The minutes should be presented to the general membership for approval of their own minutes.

But this should not have been allowed to go 7 months without approval.  On what grounds are "some" board members insisting that the minutes be presented to the board?  

When the general membership will not be meeting on less than a quarterly interval, it should not simply fail to approve the minutes, or let them languish for many nonths.  It should make arrangement to have its minutes approved in a timely manner.  It can do this by appointing a committee to review and approve the minutes, it could also assign this approval process to the board, but the board can't insist on it.

In this case Board is insisting to see minutes because the next general body takes place after a long time. who appointa the committe to  review the general body minutes? Board or general body ?Usully annual gb takes place once in year so waiting for a year is okay? 

 

 

[Gary Novosielski]

On 4/18/2024 at 11:40 PM, Jay M said:

In this case Board is insisting to see minutes because the next general body takes place after a long time. who appointa the committe to  review the general body minutes? Board or general body ?Usully annual gb takes place once in year so waiting for a year is okay? 

 

 

The general body is in charge of its own minutes.  It should appoint a committee authorized to approve its minutes, or it may assign this task to the board.

Waiting a year is not okay.

See RONR (12th ed.) 48:12, which says:

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)

[Jay M]

On 4/18/2024 at 11:05 PM, Gary Novosielski said:

The general body is in charge of its own minutes.  It should appoint a committee authorized to approve its minutes, or it may assign this task to the board.

Waiting a year is not okay.

See RONR (12th ed.) 48:12, which says:

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)

Thanks for your help 

[Josh Martin]

On 4/18/2024 at 9:57 PM, Jay M said:

Our general body meeting was held 7 months ago.  Our board of trustees meet every month. The then secrteary did not prepare minutes of general body meeting. He is no more secretary  for this year but stil a board member.  Our organization scheduled a general body meeting  for next month. Meanwhile some of the board memebers are insisting to present the minutes of the last year General body to the board. The previous year secretary is saying he will present  minutes only to the general body and this board has no authority to verify the accuracy of the minutes. My question is what are the guide lines in preparing and presenting the minutes of the general body  or  and to the board? thnaks

Well, technically, I think the Secretary is correct - at least for now, but the organization should fix this in the future.

If the general body meets less frequently than quarterly, the general body should authorize the board (or a committee) to approve the minutes. If the general body neglects to do so, however, the authority to approve the minutes rests with the general body, and the secretary is quite correct that the board has no authority to intervene in this matter.

"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

On 4/18/2024 at 10:40 PM, Jay M said:

In this case Board is insisting to see minutes because the next general body takes place after a long time. who appointa the committe to  review the general body minutes? Board or general body ?Usully annual gb takes place once in year so waiting for a year is okay? 

Only the general body has the authority to authorize the board or a committee to approve the minutes of the general body.

Waiting for a year is not okay, but if the general body neglected to authorize anyone to approve the minutes, I guess that's what's going to happen this time. This should be kept in mind for future meetings of the general body.

Edited April 19, 2024 at 01:07 PM by Josh Martin

[Richard Brown]

I agree with my colleagues that the general body minutes should not go a full year without being approved.  This organization should do one of these two things in the future:

1. Before adjournment of the annual meeting (or of a general membership meeting if it meets less often than quarterly) either appoint a minutes approval committee to approve the minutes or adopt a motion authorizing the board to approve the minutes.

2.  Amend the bylaws to provide for a method of approving the minutes of such meetings.  That provision would normally authorize the board to approve the minutes of such a meeting.  An alternative would be for the provision to authorize the president or the board to appoint a minutes approval committee.  The more common provision, in my experience, is to authorize the board to approve the minutes.

The advantage of having a provision in the bylaws for approval of the minutes is that if the general membership meeting fails to adopt a motion providing for the approval of its minutes before adjourning, you have a built-in method for having them approved.

 

[Jay M]

On 4/19/2024 at 8:06 AM, Josh Martin said:

Well, technically, I think the Secretary is correct - at least for now, but the organization should fix this in the future.

If the general body meets less frequently than quarterly, the general body should authorize the board (or a committee) to approve the minutes. If the general body neglects to do so, however, the authority to approve the minutes rests with the general body, and the secretary is quite correct that the board has no authority to intervene in this matter.

"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

Only the general body has the authority to authorize the board or a committee to approve the minutes of the general body.

Waiting for a year is not okay, but if the general body neglected to authorize anyone to approve the minutes, I guess that's what's going to happen this time. This should be kept in mind for future meetings of the general body.

Thanks Josh. We will propose  to appoint a committee in the coming general body meeting.

[Jay M]

On 4/19/2024 at 8:41 AM, Richard Brown said:

I agree with my colleagues that the general body minutes should not go a full year without being approved.  This organization should do one of these two things in the future:

1. Before adjournment of the annual meeting (or of a general membership meeting if it meets less often than quarterly) either appoint a minutes approval committee to approve the minutes or adopt a motion authorizing the board to approve the minutes.

2.  Amend the bylaws to provide for a method of approving the minutes of such meetings.  That provision would normally authorize the board to approve the minutes of such a meeting.  An alternative would be for the provision to authorize the president or the board to appoint a minutes approval committee.  The more common provision, in my experience, is to authorize the board to approve the minutes.

The advantage of having a provision in the bylaws for approval of the minutes is that if the general membership meeting fails to adopt a motion providing for the approval of its minutes before adjourning, you have a built-in method for having them approved.

 

Thank Rich. I agree with  your suggestion to make a provision in the bylaws helps a lot