Annual Meeting Minutes - Corrections

[Guest New Secretary]

Our association has an annual meeting.  At the last meeting I was elected the new Secretary.  The outgoing Secretary compiled the draft minutes and now they are to be approved at the upcoming annual meeting.  In preparation now (a year later) for the annual meeting a Board Member wants to revise the minutes.  They note that this was requested previously of the outgoing Secretary but there is disagreement still about the content.  The Board Member is requesting I correct the draft minutes.  
 

Are the prior year minutes the work product of the previous Secretary?  What authority if any do I have to change the draft minutes?  The prior Secretary states they have a recording of the meeting and the minutes will not be changed.  The draft minutes were shared with the Board and sent to the members shortly after the last annual meeting.   Since that time there have been no other changes requested by the members.
 

If corrections are brought to discussion via motion to correct the minutes at the annual meeting how should that be handled? Would the corrections proposed at the meeting require simple majority or unanimous consent?   If the corrections are not accepted by the members vote then how much detail regarding the content of the corrections are to be included in the current meeting minutes if any?  What is the best way to handle the current situation?  
 

Appreciate feedback on how to best handle the current situation.  For the next meeting I plan on suggesting the Board approve the annual minutes shortly after the meeting after a 30 day period of feedback from the members. 

[Weldon Merritt]

If I understand correctly, the minutes of last year's annual meeting have not yet been approved. So that's part of the problem. Minutes of the annual meeting should never be held for approval at the next annual meeting, but instead the assembly (or an applicable rule) should authorize that they be approved either by the board or by a Minutes Approval Committee.

Since that did not happen, then of course they must be approved by the assembly at this year's annual meeting. In the meantime, the draft prepared by the outgoing secretary is just that, a draft, which is subject to correction. When they are up for approval, anyone my propose a correction. The correction may be made by unanimous co0nsent, but if there is disagreement, a majority vote decides. Once the corrections,(if any) are made and incorporated into the draft, the (corrected) minutes are approved. Then the minutes of this year's annual meeting should simply state that the minutes were approved 
as submitted" or "as corrected" (whichever is applicable). The minutes need not (and should not) include any details about the corrections.

Based on your final paragraph, it appears that you have the right idea about approval of this year's annual meeting minutes. Let's hope that the assembly sees the wisdom of that procedure and authorizes it.

[Josh Martin]

On 4/22/2024 at 7:40 AM, Guest New Secretary said:

Our association has an annual meeting.  At the last meeting I was elected the new Secretary.  The outgoing Secretary compiled the draft minutes and now they are to be approved at the upcoming annual meeting.  In preparation now (a year later) for the annual meeting a Board Member wants to revise the minutes.  They note that this was requested previously of the outgoing Secretary but there is disagreement still about the content.  The Board Member is requesting I correct the draft minutes.  

Well, for future reference, the assembly should not be waiting a year to approve minutes, because it's hard to remember what happened a year ago.

"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

I'd also suggest that it seems quite likely the assembly is putting too much information in its minutes. That's usually what leads to these sorts of disagreements. See RONR (12th ed.) 48:2-8 for information on what the minutes should contain.

"In an ordinary society, the minutes should contain mainly a record of what was done at the meeting, not what was said by the members. The minutes must never reflect the secretary's opinion, favorable or otherwise, on anything said or done." RONR (12th ed.) 48:2, emphasis in original

To the extent your assembly is already following that advice, another top culprit for these sorts of issues is failing to require that motions be submitted in writing.

On 4/22/2024 at 7:40 AM, Guest New Secretary said:

Are the prior year minutes the work product of the previous Secretary?

"Work product" is not a term used in RONR. I understand you to be asking who the minutes "belong" to. They ultimately belong to the association.

On 4/22/2024 at 7:40 AM, Guest New Secretary said:

What authority if any do I have to change the draft minutes?

You are the Secretary now, so I believe you could modify the draft minutes if you wish, but you are under no obligation to do so. If you prefer to leave this matter to the assembly's discretion, you are free to do so.

On 4/22/2024 at 7:40 AM, Guest New Secretary said:

The prior Secretary states they have a recording of the meeting and the minutes will not be changed.

That's ultimately up to the association to decide, not the current Secretary (and certainly not the former Secretary).

On 4/22/2024 at 7:40 AM, Guest New Secretary said:

If corrections are brought to discussion via motion to correct the minutes at the annual meeting how should that be handled? Would the corrections proposed at the meeting require simple majority or unanimous consent?

Corrections are generally handled by unanimous consent, but if there is a disagreement for some reason, a majority is sufficient.

On 4/22/2024 at 7:40 AM, Guest New Secretary said:

If the corrections are not accepted by the members vote then how much detail regarding the content of the corrections are to be included in the current meeting minutes if any?

None.

On 4/22/2024 at 7:40 AM, Guest New Secretary said:

What is the best way to handle the current situation?  

That's ultimately up to you, but my guess is if there is this much disagreement, this is ultimately going to be resolved by the association one way or another. So if I were you, I'd probably leave the draft minutes as-is and inform the board member he is free to propose a correction when the minutes are pending for approval if he wishes to do so. Even if you did make the requested correction, it seems likely someone else would move to change it back to the original.

On 4/22/2024 at 7:40 AM, Guest New Secretary said:

Appreciate feedback on how to best handle the current situation.  For the next meeting I plan on suggesting the Board approve the annual minutes shortly after the meeting after a 30 day period of feedback from the members. 

Good.

Edited April 22, 2024 at 01:42 PM by Josh Martin