Guest Michael Posted October 13, 2010 at 01:41 AM Report Share Posted October 13, 2010 at 01:41 AM My son belongs to a fife and drum group and we have 7 members on our Board of Directors. A few months ago we had a Special Meeting addressing accuzations made aginst a particular member. Minutes were taken by our Secretary and distributed to the other 6 members of the Board. One member wanted changes made and our Secretary complied and made the changes and resent copies to all Board members. Nothing elce was heard from any of the Board members. Since that meeting, the Board Members have changed and the Secretary is no longer on the Board. Actually, she is no longer part of our group. Since she had heard nothing from any of the members about the minutes, she sent an email to all of us Board members stating " Please read over the minutes from the Special Board meeting and let me know if you accept or don't accept the minutes. Please reply so I can make official note of your vote". One of the members told her, "Just submitt the minutes the way they are and we (the new board members) will vote on them. If there are any changes, the new Secretary can make them". My question is, the new Board can't vote on the old minutes expecially when there are new members who were not on the Board during the Special meeting. Can they? I would think that there could be a legal issue there. Please send me your thoughts.thank you Link to comment Share on other sites More sharing options...
Gary Novosielski Posted October 13, 2010 at 02:05 AM Report Share Posted October 13, 2010 at 02:05 AM My son belongs to a fife and drum group and we have 7 members on our Board of Directors. A few months ago we had a Special Meeting addressing accuzations made aginst a particular member. Minutes were taken by our Secretary and distributed to the other 6 members of the Board. One member wanted changes made and our Secretary complied and made the changes and resent copies to all Board members. Nothing elce was heard from any of the Board members. Since that meeting, the Board Members have changed and the Secretary is no longer on the Board. Actually, she is no longer part of our group. Since she had heard nothing from any of the members about the minutes, she sent an email to all of us Board members stating " Please read over the minutes from the Special Board meeting and let me know if you accept or don't accept the minutes. Please reply so I can make official note of your vote". One of the members told her, "Just submitt the minutes the way they are and we (the new board members) will vote on them. If there are any changes, the new Secretary can make them". My question is, the new Board can't vote on the old minutes expecially when there are new members who were not on the Board during the Special meeting. Can they? I would think that there could be a legal issue there. Please send me your thoughts.thank youThere's no reason new board members are not allowed to vote on the minutes. But if you follow the recommendation in RONR, you don't actually "vote" on minutes. When minutes are open for approval, members can offer corrections if needed, which normally don't require a vote unless there is disagreement about what happened. Anyone not there probably will not have corrections or disagree, but they might (for example if the minutes say they were present when they were not).Once nobody has any (more) corrections, the minutes are deemed to be accepted by unanimous consent. Again, no vote required. Link to comment Share on other sites More sharing options...
abcdave Posted October 14, 2010 at 01:07 PM Report Share Posted October 14, 2010 at 01:07 PM My son belongs to a fife and drum group and we have 7 members on our Board of Directors. A few months ago we had a Special Meeting addressing accuzations made aginst a particular member. Minutes were taken by our Secretary and distributed to the other 6 members of the Board. One member wanted changes made and our Secretary complied and made the changes and resent copies to all Board members. Nothing elce was heard from any of the Board members. Since that meeting, the Board Members have changed and the Secretary is no longer on the Board. Actually, she is no longer part of our group. Since she had heard nothing from any of the members about the minutes, she sent an email to all of us Board members stating " Please read over the minutes from the Special Board meeting and let me know if you accept or don't accept the minutes. Please reply so I can make official note of your vote". One of the members told her, "Just submitt the minutes the way they are and we (the new board members) will vote on them. If there are any changes, the new Secretary can make them". My question is, the new Board can't vote on the old minutes expecially when there are new members who were not on the Board during the Special meeting. Can they? I would think that there could be a legal issue there. Please send me your thoughts.thank youThe "new board" is the Board - the "previous board" doesn't exist.The "new secretary" is the secretary - the previous secretary is gone.The minutes are a record of what was done - and can always be corrected if they are found to be inaccurate. When you say, "one member wanted changes made..." presumably what you meant was, "one member noticed something was inaccurate." As Mr. Novosielski pointed out, it is not necessary for the board to vote on the minutes but a motion to accept them would not be out of order (especially if there has been a dispute over the accuracy or propriety of something in the minutes). The fact that none of the voting board members were there is probably immaterial (unless the minutes say that they were there). Link to comment Share on other sites More sharing options...
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