Minutes

[grammaconnie]

At an executive board meeting held on July 19, the current board was asked to approve minutes of meetings of the prior board that were held in May and June. This new board was voted in on July 7 (2 new members). Eight weeks later, the secretary to the prior board put out an addendum to the minutes of a meeting held in early June. Is it acceptable to file an addendum after the passage of so many weeks?

[hmtcastle]

Is it acceptable to file an addendum after the passage of so many weeks?

Although there is no time limit for amending (changing) approved minutes, it should be a rare occurrence. In any case, the secretary, on her own, does not have the authority to alter the approved minutes. That decision is up to the board (and would only be done if the approved minutes proved to be inaccurate).

By the way, it's best to think only of the board, not "the prior board" and "the current board". Its membership may change but the board is the board. And, of course, the May minutes should have approved at the June meeting.

[Trina]

Also, if 'secretary to the prior board' means an individual who is no longer a member of the board now, that person can't propose an amendment to previous minutes. Such a motion would have to come from a current board member.

Of course, if the addendum is a legitimate improvement of the minutes as a true record of what was done at the meeting, the current board members shouldn't have much trouble making (and passing) a motion to amend the minutes in question.

And, to answer a question you didn't pose directly, there is nothing wrong with all current board members (including those just elected in July) participating in approval and/or amendment of the minutes of earlier meetings of the body. As Mr. Mountcastle pointed out, the board is the board, regardless of changes in membership.

[Matt Schafer]

And, to answer a question you didn't pose directly, there is nothing wrong with all current board members (including those just elected in July) participating in approval and/or amendment of the minutes of earlier meetings of the body. As Mr. Mountcastle pointed out, the board is the board, regardless of changes in membership.

One of the practical issues of approving minutes at a previous meeting when the membership has changed is that those people involved in the prior meeting but who are no longer members are the ones who have knowledge of what actually happened. They are the ones who know best if the draft minutes are correct.

RONR does have a different recommended procedure when there is a change in the membership of a society or board: RONR (10th ed.), p. 457, l. 23-32. Perhaps the best way to avoid the issue in the future is to appoint a committee with the sole purpose and authority to approve the minutes from the last board meeting before election of new board members.

But I agree that the former secretary cannot amend the minutes once the board has approved them, and the board (regardless of how many board elections may have occurred since) always has the option to amend previously adopted minutes.

[Kim Goldsworthy]

At an executive board meeting held on July 19, the current board was asked to approve minutes of meetings of the prior board that were held in May and June. This new board was voted in on July 7 (2 new members). Eight weeks later, the secretary to the prior board put out an addendum to the minutes of a meeting held in early June.

Is it acceptable to file an addendum after the passage of so many weeks?

No.

Suddenly pulling out an addendum which no one has seen before, is highly irregular.

Anything beyond correcting a sign-in sheet, or correcting an error in grammar or spelling, should be looked upon with suspicion.

Certainly, no secretary can unilaterally add or subtract anything from approved minutes.

However, like any amendment, any CURRENT board member may make a motion, to amend those old, approved minutes, to add or subtract anything which will not "change history" to suggest actions or words which never were actually part of that given meeting. - Spelling, grammar, okay. New ideas, new debate, new motions, not okay.

"Eight weeks later"? - Indeed!

[David A Foulkes]

One of the practical issues of approving minutes at a previous meeting when the membership has changed is that those people involved in the prior meeting but who are no longer members are the ones who have knowledge of what actually happened. They are the ones who know best if the draft minutes are correct.

RONR does have a different recommended procedure when there is a change in the membership of a society or board: RONR (10th ed.), p. 457, l. 23-32. Perhaps the best way to avoid the issue in the future is to appoint a committee with the sole purpose and authority to approve the minutes from the last board meeting before election of new board members.

But I agree that the former secretary cannot amend the minutes once the board has approved them, and the board (regardless of how many board elections may have occurred since) always has the option to amend previously adopted minutes.

I think the problem here is that unless the committee members were at the meeting(s) of the "prior board", they're in no better position to approve the minutes than the "current board".

[Guest dan]

Perhaps this is being made too complicated. What was in the "addendum" to the minutes that the Secretary sent?

If this :addendum" contained corrections of spelling, wording of motions (that reflected what actually happened), correction of actual things done at the meeting, then what is the big deal?

If it contained notes about what happened (or did not happen) AFTER the meeting, then it should not be made part of the minutes.

If it changed the account of what was actually done, then it is not proper.

[hmtcastle]

If this :addendum" contained corrections of spelling, wording of motions (that reflected what actually happened), correction of actual things done at the meeting, then what is the big deal?

The big deal (and it's a pretty big deal) is that the secretary has no authority to do anything with the approved minutes.

[Guest dan]

Perhaps I misunderstand what the Secretary did (or proposed) with this "addendum". I agree that the Secretary has no authority to modify the minutes unilaterally. It is, however, the duty and obligation of the Secretary to propose corrections or additions that come to light at a later date, no matter how much later this is.

I read the original post that the Secretary sent out an "addendum" that were proposed as changes to the minutes.

[Matt Schafer]

RONR does have a different recommended procedure when there is a change in the membership of a society or board: RONR (10th ed.), p. 457, l. 23-32. Perhaps the best way to avoid the issue in the future is to appoint a committee with the sole purpose and authority to approve the minutes from the last board meeting before election of new board members.

I think the problem here is that unless the committee members were at the meeting(s) of the "prior board", they're in no better position to approve the minutes than the "current board".

How about this? The board members (should) know when there is going to be an election for some or all of their members. So at the last meeting of the board before the election, the board should appoint a committee, consisting of several or all of the board members at that board meeting, to approve the minutes. After the draft minutes are done, the chair of the "minutes approval committee" schedules a special meeting, and they approve the minutes.

This way, the people who approve the minutes were at the meeting. And you should be able to satisfy the rules in RONR as cited above.

Of course, this does not help after the fact, when the board has changed and you have not made provision to approve the minutes. It also seems somewhat cumbersome. Does any organization using RONR actually do this?

[Kim Goldsworthy]

Perhaps I misunderstand what the Secretary did (or proposed) with this "addendum". I agree that the Secretary has no authority to modify the minutes unilaterally. It is, however, the duty and obligation of the Secretary to propose corrections or additions that come to light at a later date, no matter how much later this is.

I read the original post that the Secretary sent out an "addendum" that were proposed as changes to the minutes.

Here is my take.

Take a second look at "how" the secretary managed to do this.

Eight weeks later, the secretary to the prior board put out an addendum to the minutes of a meeting held in early June.

"... put out an addendum ..."???

Q. How does a secretary, eight weeks later, "put out" an addendum, unilaterally, outside of a properly-called meeting?

A. Impossible, under Robert's Rules of Order.

Q. Who is this "secretary"?

A. "The secretary to the prior board [not the current board]."

Q. How does a FORMER secretary alter minutes well after the secretary is no longer serving on the board?

A. There isn't any way possible.

Thus my conclusion.

If there are any very unique, very customized procedures invoked here, then, thank you very much, you can keep 'em.

[Josh Martin]

It also seems somewhat cumbersome. Does any organization using RONR actually do this?

I know that parliamentary organizations do, and I'm sure others do as well, but if this forum is any indication, this is not a widely known or followed practice.