Approval of former Bd Mtg Mins by New Bd Members

[Guest Dr. Matt Hogendobler]

I will try to be specific. Our Board consists of 11 members: 4 officers, 5 directors and two non-voting ex oficio members. Their last meeting was in June and they have forwarded their minutes to the incoming secretary (me) who takes office on July 1 for approval of their meeting's minutes at the new board's first meeting on July 20. There are only 3 members of the former board who are returning members of the new board; however, there were 3 additional members of the new board who happened to be at the June meeting as guests but since their offices had not yet become official, were without power to vote or voice. Our bylaws indicate a quorum for the Board is 6 voting members. Here are the questions:

1. Do those present at the new Board meeting have to have been on the old Board (or voting members of the old Board) in order to vote on their own minutes, since they had authority to vote and discuss issues at that meeting?

2. Can those who were guests (and not permitted to speak at the June mtg) but who are now newly-elected Board members also vote on the minutes of the former Board's meeting at its first meeting on July 20, if they were not involved in discussions or voting? (If the answer here is "yes," I can see them voicing their opposition to the previous Board's minutes decisions at the new meeting, since they were unable to do so at the former one.)

3. Would it be better simply to get a quorum of votes from the voting members of the former Board to approve their own minutes before their terms expire on June 30?

[Guest Dr. Matt Hogendobler]

I would appreciate a response as soon a practicable as the June 30th date is rapidly approaching. Thank you.

[Mr. J!]

The board is the board. The membership will change, in whole or in part, but there is never an "old" or "new" board, just the board.

Who approves the minutes of the board? The board. Whether the particular members were present at the previous meeting or are newly elected is not relevant.

[Kim Goldsworthy]

1. Do those present at the new Board meeting have to have been on the old Board (or voting members of the old Board) in order to vote on their own minutes, since they had authority to vote and discuss issues at that meeting?

2. Can those who were guests (and not permitted to speak at the June mtg) but who are now newly-elected Board members also vote on the minutes of the former Board's meeting at its first meeting on July 20, if they were not involved in discussions or voting? (If the answer here is "yes," I can see them voicing their opposition to the previous Board's minutes decisions at the new meeting, since they were unable to do so at the former one.)

3. Would it be better simply to get a quorum of votes from the voting members of the former Board to approve their own minutes before their terms expire on June 30?

To cut to the chase:

There is no such rule in Robert's Rules of Order like, "You must have been present at Meeting X to vote on minutes of Meeting X."

• Former board members have no say in the minutes they helped generate, or helped witness.

• Whoever used to be a member is of no consequence.

• You do NOT need to have been PRESENT at a January meeting, a February meeting, a March meeting, etc., if you are a voting member ON THE DAY MINUTES ARE BEING APPROVED FOR ANY MEETING.

Example:

If there were to hold a board meeting on June 30th, and

If YOU were a true sitting member of the board as of June 30th;

then, regardless of whether you weren't a member June 29th, or won't be a member July 1st, is NOT A FACTOR.

[Gary c Tesser]

I would appreciate a response as soon a practicable as the June 30th date is rapidly approaching. Thank you.

As dedicated parliamentarians, Mr J and Mr Goldsworthy might have got too excited to answer Dr Hogendobler's questions plainly enough, responding to concrete practicalities with aetherical principles. So a venture:

1. No.

-- 1 (a) (Or, as one might phrase it excitedly, OF COURSE NOT. YOU VOTE WHEN YOIU ARE A MEMBER, AND YOU CAN'T WHEN YOU AREN'T.)

2. Yes. ("YES, OF COURSE!" )

-- 2 (a). What in sam hill could they object to? The minutes are the record. If they don't like what was done by the previous board, then they have to reverse it. So how could they reverse it if they falsify the fact (always a bad idea) that it was done in the first place? C'mon, we don't need doctorates for this!

3. I'm not sure what this question means. But if it means, "-If the lame-duck board can legitimately have a meeting before its members' terms expire, can they do so, and at that meeting, approve the minutes of the previous meeting?" -- then: of course. That's what the easily-excited parliamentary nerds have been trying to say.

-- 3 ( b ) If the idea of getting a quorum of votes means phoning, or e-mailing, or twitting (ooo, I like that) or doing a FaceBook mutual stroke, then no.

N. B. Is JUne 30th approaching more rapidly than it usually does? I better get my brother's Christmas card out then, pronto!

[hmtcastle]

Would it be better simply to get a quorum of votes from the voting members of the former Board to approve their own minutes before their terms expire on June 30?

It should also be noted that voting to approve minutes is inappropriate. Once any corrections have been made, the chair should declare the minutes approved (as corrected).

Note, too, that minutes are approved at regular meetings, not special meetings (unless called for that specific purpose).

And any use of the phrase "a quorum of votes" should send one searching for the proverbial bar of soap in anticipation of a good old-fashioned mouth washing.

[David A Foulkes]

I'll add that the minutes "should be" simply a record of what was done at the previous meeting, not what was said. Voting against the minutes won't undo anything. If a properly moved motion to paint the barn red was adopted, and the "new board" wants to go with blue, they have other means of changing that decision (Amend Something Previously Adopted, among them). Voting to not approve the minutes doesn't change the fact that the barn is up for a paint job. The approval of the minutes (with corrections) is more a manner of keeping the record straight, so when the gang shows up for the next meeting to find a red barn, they can review and find out when that was decided.

[Trina]

I will try to be specific. Our Board consists of 11 members: 4 officers, 5 directors and two non-voting ex oficio members. Their last meeting was in June and they have forwarded their minutes to the incoming secretary (me) who takes office on July 1 for approval of their meeting's minutes at the new board's first meeting on July 20. There are only 3 members of the former board who are returning members of the new board; however, there were 3 additional members of the new board who happened to be at the June meeting as guests but since their offices had not yet become official, were without power to vote or voice. Our bylaws indicate a quorum for the Board is 6 voting members. Here are the questions:

1. Do those present at the new Board meeting have to have been on the old Board (or voting members of the old Board) in order to vote on their own minutes, since they had authority to vote and discuss issues at that meeting?

2. Can those who were guests (and not permitted to speak at the June mtg) but who are now newly-elected Board members also vote on the minutes of the former Board's meeting at its first meeting on July 20, if they were not involved in discussions or voting? (If the answer here is "yes," I can see them voicing their opposition to the previous Board's minutes decisions at the new meeting, since they were unable to do so at the former one.)

3. Would it be better simply to get a quorum of votes from the voting members of the former Board to approve their own minutes before their terms expire on June 30?

As your questions have already been amply answered (and even with consensus among the various posters ), I'll just point out that this situation is a very routine one, and it should not cause any stress or uncertainty to you as secretary, or to the other incoming board members. The current members of the body will be responsible for approving the minutes of the previous meeting of the body, no matter what anyone's history is, or what changes in membership have occurred. Every member who shows up at the July 20 meeting has an equal right to participate.

However, regarding the highlighted portion of your question 2), such 'opposition' would be inappropriate and misguided -- the minutes should be a true record of what was done at a meeting, and the actions of a meeting cannot and should not be changed by fiddling with the minutes. And I see that nearly all the previous posters have made this same point also.

Regarding the idea of a special meeting to approve minutes, that really is unnecessary for such a routine matter, and, assuming you have notice requirements for special meetings, is probably not even possible by June 30. If I were a board member, I would be darn annoyed to be hauled out to a special meeting only to approve the minutes of a previous meeting... it simply doesn't rise to the level of something that 'urgently requires action' (RONR p. 89) before the next regular meeting (which is what special meetings should be for)...