Minutes

[Guest Glen]

Is it appropriate that a newly elected board approves the minutes from the previous minutes of the last meeting of the "old" board? In this case there are two returning directors from the previous board and three new ones. I believe that the new board would approve the minutes, but I am being told that they need to go to the "old" board for approval. Since the directors who have completed their term hold no official capacity any longer, that seems odd. There would be no official way of recording their motion to adopt as well.

[Guest dan]

There is, at any one time, a board. There is no "old board" or "new board".

The board should approve the minutes it the board's previous meeting.

[David A Foulkes]

Normally, the minutes of a previous meeting are read and approved (as corrected) at the next meeting of the same membership. That is, board minutes are approved at board meetings, general membership minutes are approved at general membership meetings.

However, page 457 lines 21-27 offers this: When the next regular business session will not be held within a quarterly time interval, and the session does not last longer than one day, or in an organization in which there will be a change or replacement of a portion of the membership, the executive board or a committee appointed for the purpose should be authorized to approve the minutes. [boldfaced emphasis added]

This seems to imply that when the (board) membership changes, as has happened in your organization, the minutes should be approved by another entity, either the executive board or a committee, created or empowered for that purpose. The "or" in there is a bit tricky I think, because it does seem to distance the last part of that sentence ("in an organization") from the first part ("when the next regular business session will not be held within a quarterly time interval"), leading one to believe that the even if held within a quarterly time interval, due to the change in membership the minutes should be approved by the EB or a committee, and not (as you put it) by the "new board" itself.