approval of Annual General Meeting minutes

[Guest Liz]

Our non-profit organization has an Annual General Meeting to which the members are invited. The rest of the year, we have regular monthly meetings of the board of directors. The regular monthly meetings are not open to the members.

Question: Is it correct that the BOD may approve the minutes of the AGM at the next regular meeting of the BOD? Is it also correct that all BOD members may vote to approve the AGM minutes regardless of whether or not or not they attended the AGM?

TIA.

[hmtcastle]

Is it correct that the BOD may approve the minutes of the AGM at the next regular meeting of the BOD?

Only if the organization authorizes the board to do so.

Is it also correct that all BOD members may vote to approve the AGM minutes regardless of whether or not or not they attended the AGM?

Yes, although there should generally be no vote to approve the minutes. Once any corrections have been made, the chair declares the minutes approved.

[Tim Wynn]

Question: Is it correct that the BOD may approve the minutes of the AGM at the next regular meeting of the BOD?

The general membership would have to (and should) authorize the board or a committee to do this. See RONR(10th ed.), p. 457, l. 21-27.

[Guest Liz]

Hmmm...this is not addressed in our Bylaws. Assuming that the BOD is not authorized to do this in our Bylaws, I'm assuming that we approve the AGM minutes at the next AGM? If this is the case, may we publish the unapproved minutes to the members now for information purposes?

[Guest Liz]

Thanks Tim...we have never had a quorum of members at the AGM until this year so this has never come up!

[Rob Elsman]

Hmmm...this is not addressed in our Bylaws. Assuming that the BOD is not authorized to do this in our Bylaws, I'm assuming that we approve the AGM minutes at the next AGM? If this is the case, may we publish the unapproved minutes to the members now for information purposes?

At the next annual meeting, a motion should be adopted to refer the approval of the minutes to a committee or the executive board with power. See RONR (10th ed.), p. 457, ll. 21-32.

[Guest Liz]

Great, thanks for that reference Rob.

[hmtcastle]

we have never had a quorum of members at the AGM until this year so this has never come up!

Even without a quorum, the AGM should be held and minutes (albeit brief) should be prepared and approved.

When the next regular meeting is more than three months away, the board (or a committee) should be authorized to approve the minutes (as Mr. Elsman indicated).

[Tim Wynn]

Thanks Tim...we have never had a quorum of members at the AGM until this year so this has never come up!

You're welcome, Liz. Also, as Mr. Mountcastle noted, you should keep minutes even if you have no quorum... that way you have a record that the meeting was held.