Minutes

[L. Thorson]

Our Bylaws and Rules Committee has been in the process of revising the contents of the Corporate Policy Manual (CPM), i.e., a document containing primarily special rules of order as relates to the governing of a non-profit corporation. The proposed amendments to the CPM by the committee are many and substantive. The proposed amendments have been submitted to the Board of Directors via a committee report. P. 344 (lines 7-11) states that "Minutes do not become the minutes and assume their official status as the official records of the society until they have been approved". Is it premature to submit the committee recommendations (proposed CPM amendments)to the Board of Directors prior to final approval of the committee minutes by the committee? Or should the submission be deferred until the minutes, via committee approval, become the official record of the committee proceedings?

[STA]

Presumably the entire committee contributed to, and voted on, the "proposed amendments [which] have been submitted to the Board of Directors via a committee report." That is the primary task of the committee. Any "brief memorandum in the nature of minutes for the use of the committee" [p483 l.6-9] is secondary.

[Kim Goldsworthy]

Is it premature to submit the committee recommendations (proposed CPM amendments) to the Board of Directors prior to final approval of the committee minutes by the committee?

Or should the submission be deferred until the minutes, via committee approval, become the official record of the committee proceedings?

There is no rule in Robert's Rules which implies that a committee must first approve its minutes before considering their various recommendations (properly adopted, of course) as official decisions of the committee.

Under Robert's Rules, as soon as a motion is adopted, the motion is official.

• No minutes approval is necessary.

• No delay is necessary.

Contrari-wise, there is no rule which says that your committee CANNOT wait until the committee itself is 100% satisfied that its minutes are as accurate as the committee can make them, before doing anything as drastic as "reporting out." (And thereby dissolving permanently.)

Let's call this the conservative "belt-and-suspenders" approach, also known as Davy Crockett's Rule: "Be sure you're right. Then go ahead."

[Josh Martin]

Our Bylaws and Rules Committee has been in the process of revising the contents of the Corporate Policy Manual (CPM), i.e., a document containing primarily special rules of order as relates to the governing of a non-profit corporation. The proposed amendments to the CPM by the committee are many and substantive. The proposed amendments have been submitted to the Board of Directors via a committee report. P. 344 (lines 7-11) states that "Minutes do not become the minutes and assume their official status as the official records of the society until they have been approved". Is it premature to submit the committee recommendations (proposed CPM amendments)to the Board of Directors prior to final approval of the committee minutes by the committee? Or should the submission be deferred until the minutes, via committee approval, become the official record of the committee proceedings?

Committees do not generally keep minutes, as the committee's reports are the official record of its business. (RONR, 10th ed., pg. 483, lines 6-9; pg. 485, lines 10-14) Even if a committee takes minutes, there is no reason to wait for the minutes to be approved to make the report.

Contrari-wise, there is no rule which says that your committee CANNOT wait until the committee itself is 100% satisfied that its minutes are as accurate as the committee can make them, before doing anything as drastic as "reporting out." (And thereby dissolving permanently.)

This appears to be a standing committee, so there is no "dissolving permanently" involved.