New and old Board of Directors meeting minutes

[Romney22]

In my organization we have a Annual meeting at which newly elected Board members officially take their place on the Board. We have an "old board" meeting before the annual meeting and a "new Board" meeting after the annual meeting. Who are the old board meeting minutes sent to for review, approval and who votes on them? I say the old Board can look them over to be sure all is included or corrected but the vote to accept the minutes has to come from the new Board. Thoughts?

[Matt Schafer]

In my organization we have a Annual meeting at which newly elected Board members officially take their place on the Board. We have an "old board" meeting before the annual meeting and a "new Board" meeting after the annual meeting. Who are the old board meeting minutes sent to for review, approval and who votes on them? I say the old Board can look them over to be sure all is included or corrected but the vote to accept the minutes has to come from the new Board. Thoughts?

When there will be a change of a portion of the membership of the board, the board (at its last meeting before the election) should appoint a special committee and give it the authority to approve the minutes from that meeting. See RONR (10th ed.), p. 457, l. 23-27. Or the board members could assign this task to a standing committee and give it the same authority. It's best to do this early in the meeting, so that the committee members know to pay special attention during the entire meeting.

When you do this, the first meeting of the board after the election won't approve minutes, but those board members can still ask to have the minutes read.

If you've already had your election for board members and did not make provision for a committee to approve the minutes, then the board will approve them as normal. But since the "old board" members aren't board members any longer, they have no authority to read, offer corrections or approve the minutes. The board is the board, as an entity, regardless of whom its members are at any point in time.

You may have special rules or something in the bylaws that helps you through this. My thoughts above are based on RONR, and your rules will supersede RONR.

[Kim Goldsworthy]

Who are the old board meeting minutes sent to for review, approval and who votes on them?

At any given moment in time, there never more, or fewer, than ONE BOARD.

It makes NO DIFFERENCE that there has been a changeover (even a 100% turnover) of personnel.

The board, as a body, has the authority to approve board minutes, no matter how new or how old.

I say the old Board can look them over to be sure all is included or corrected ...

No.

There is nothing in Robert's Rules of Order Newly Revised (RONR 10th ed.) which confirms this practice.

But it isn't forbidden, either.

... but the vote to accept the minutes has to come from the new Board.

Yes.

Whoever the CURRENT board is, does the approving of board minutes.

No matter the status of the turnover.