Attachment to minutes

[L. Thorson]

Our Bylaws and Rules Committee has just completed revising a current 46 page Corporate Policy Manual (CPM). The new revised CPM (now 51 pages)will be submitted to the Board of Directors for their action and adoption. The new revised CPM will be sent to the board in the form of a substitute amendment, i.e., to substitute or replace the 46 page CPM by a 51 page CPM. For purposes of "Administrative convenience", it is highly probable that the 51 page revised CPM will be quoted in the minutes of the committee as an attachment. The committee motion will probably read in part "Approval of the attached revised CPM". From the perspective of legality, would the CPM attachment be considered to be part of the minutes?

[jstackpo]

Can't really answer about "legality" here - no lawyers (at least that will admit to it) here.

Unfortunately RONR, p. 454, uses the words "copy in full" for reports - not "attach" - but the "minutes" section (#48) is all very much pre-word-processor and computer (and even pre-photocopy-machine) in content.

"Attach" seems entirely reasonable to me.

[hmtcastle]

From the perspective of legality, would the CPM attachment be considered to be part of the minutes?

Echoing Mr. Stackpole's caveat about legal advice, I would think you'd want to more specifically identify the adopted CPM, perhaps with a document number or a date, or both.

[Kim Goldsworthy]

. . . The new revised CPM will be sent to the board in the form of a substitute amendment, i.e., to substitute or replace the 46 page CPM by a 51 page CPM.

This is wrong.

It isn't a substitute amendment.

See "Amend Something Previously Adopted" in RONR.

For comparison, read up on "substitute amendments" in RONR under the motion, "To amend."

. . . the 51 page revised CPM will be quoted in the minutes of the committee as an attachment.

The committee motion will probably read in part "Approval of the attached revised CPM". From the perspective of legality, would the CPM attachment be considered to be part of the minutes?

This is wrong.

Committee reports are filed separately.

It is procedurally incorrect to duplicate the report in the minutes.

While exceptions are possible, what you are describing does not fit the exception.

[jstackpo]

This is wrong.

Committee reports are filed separately.

It is procedurally incorrect to duplicate the report in the minutes.

While exceptions are possible, what you are describing does not fit the exception.

As I read the original post, the CPM is not a mere "report" but is a set of standing (and possibly Special) rules that are properly adopted, and hence must be documented in the minutes. (The adoption is via "Amend something previously adopted" where the amendment is a total replacement, but that is beside the point.) "Attaching", and referencing, the long document in the minutes seems appropriate to me.

[Rob Elsman]

Our Bylaws and Rules Committee has just completed revising a current 46 page Corporate Policy Manual (CPM). The new revised CPM (now 51 pages)will be submitted to the Board of Directors for their action and adoption. The new revised CPM will be sent to the board in the form of a substitute amendment, i.e., to substitute or replace the 46 page CPM by a 51 page CPM. For purposes of "Administrative convenience", it is highly probable that the 51 page revised CPM will be quoted in the minutes of the committee as an attachment. The committee motion will probably read in part "Approval of the attached revised CPM". From the perspective of legality, would the CPM attachment be considered to be part of the minutes?

For a perspective of legality, ask a lawyer.