Can Board Approve Minutes of Association Business Mtg?

[Guest profill]

Hello,

Our Association's Annual Business Meeting is made up of a quorum of members and meets once a year. Minutes are taken and Roberts Rules of Order are (supposedly) followed. For the past 65 years we have had a moment to review last year's minutes followed by a motion to approve them. This occurs without incident at the beginning of each business meeting. This year, the Board of Governors reviewed and approved the minutes of last year's (contentious) Business Meeting prior to this year's meeting, and announced at the beginning of the meeting that they were already approved.

1) Is this allowed by RR?

1a) If not, can you provide a citation? They have actually paid a parliamentarian to say that this is permissible.

2) If so, what is the mechanism by which the numerous errors in the minutes can be corrected (since presumably next year the business minutes will be approved before this years corrections can be made as a motion?)

Thanks a lot!

[George Mervosh]

1) Yes, if the membership authorizes it. RONR, pp. 457-458 It's wise that they do authorize it or appoint a committee to do it. Waiting a year is not recommended.

1a) See #1

2) Additional corrections can be made at the annual meeting even if they are "approved". (RONR, p. 458 & p. 293ff)

[Guest profill]

Okay, thanks for your quick reply. Does the membership's authorization have to come in a bylaws change? Or can we have a motion in the Business meeting?

Background: Last year the Board made a motion in business meeting to do something the General Membership was against (and voted down). However, the memberships' dissent was not accurately reflected in the minutes that were approved by Board outside of Members' meeting.

Ah the tangled webs.

[George Mervosh]

Okay, thanks for your quick reply. Does the membership's authorization have to come in a bylaws change? Or can we have a motion in the Business meeting?

Background: Last year the Board made a motion in business meeting to do something the General Membership was against (and voted down). However, the memberships' dissent was not accurately reflected in the minutes that were approved by Board outside of Members' meeting.

Ah the tangled webs.

No, no, just a regular motion adopted by the members to allow the Board to approve the minutes will cut it.

And have the Board review This, written by the Authors of RONR

[hmtcastle]

Does the membership's authorization have to come in a bylaws change? Or can we have a motion in the Business meeting?

Adopting an ordinary main motion will do it.

If you don't trust the board, you can appoint a committee to approve the minutes.

And note that the board can only act at board meetings. It is not "present" at meeting of the general membership.

See also Official Interpretations 2006-12 and 2006-13.

[Guest profill]

Great, so follow up question. I pointed out to our Board that they have been operating outside Roberts Rules (and thereby our bylaws) and need to make a motion in the Business meeting to have the Board or an independent committee review the minutes of the Business meeting. Their response: "No one complained so we are going to continue doing it." Incidentally a few people did complain but hundreds don't know the implications of this. Is there a recommended action if a Board is knowingly operating outside of Roberts Rules? Thanks again. (I just bought the book. I think I'm going to need it.)

[hmtcastle]

Is there a recommended action if a Board is knowingly operating outside of Roberts Rules?

See FAQ #20.

But it's not so much that they're operating outside of RONR (as bad as that might be), it's that they're operating outside your bylaws.

And when they say, "no one complained", point out that someone just did!

[George Mervosh]

Great, so follow up question. I pointed out to our Board that they have been operating outside Roberts Rules (and thereby our bylaws) and need to make a motion in the Business meeting to have the Board or an independent committee review the minutes of the Business meeting. Their response: "No one complained so we are going to continue doing it." Incidentally a few people did complain but hundreds don't know the implications of this. Is there a recommended action if a Board is knowingly operating outside of Roberts Rules? Thanks again. (I just bought the book. I think I'm going to need it.)

Wait just a second. The Board has a paid parliamentarian who agrees with "No one complained so we are going to continue doing it." ? Or they didn't ask him/her? Perhaps the advice of someone they're paying will be taken more readily than showing them stuff from the internet?

And is there, or why is there reluctance on the assembly's part to let them approve the minutes?

[Guest profill]

Yes. The parliamentarian was paid $500. Her sole purpose was to stand up at the business meeting if anyone had any questions about this particular issue and say, "its allowed". She did this, dissent was silenced after two people stood to question this act. As you can imagine our general membership doesn't have RR in their hip pocket and deferred to her.

The reason some members are uncomfortable with this Board's actions are two-fold. 1) This act was done without consultation of the membership and presented as a fait accompli and they are unwilling to say, "our mistake, we'll fix it next year." why? 2) Last year in the business meeting the BOG made a motion to amend bylaws that would have disenfranchised a large part of the voting membership. The motion was defeated after a very contentious discussion that, incidentally was hardly mentioned in these minutes. The bylaws amendment referred to in the motion was not stated in the minutes either. In short there is the feeling that this board can not be trusted with these particular minutes.