voting on minutes

[Guest Jim C]

An upcoming board meeting will have 4 new members out of a total of 7.

How do the minutes from a previous meeting get approved if only 3 members of the current board were part of the past 7 member board? Are the 4 new members who were not in attendance at the initial meeting entitled to a vote on this? Does a simple majority of the 3 members who were on the original board constitute a quorum?

[Kim Goldsworthy]

An upcoming board meeting will have 4 new members out of a total of 7.

How do the minutes from a previous meeting get approved if only 3 members of the current board were part of the past 7 member board? Are the 4 new members who were not in attendance at the initial meeting entitled to a vote on this? Does a simple majority of the 3 members who were on the original board constitute a quorum?

Nothing changes.

Minutes are approved as they always have been.

The fact that you have new people sitting on your board, is a non-issue.

No parliamentary rule is altered just because newly elected directors sit on a board, regarding "how to approve minutes".

• Read the minutes.

• Amend the minutes (if they are not in ready-form).

• Chair declares the minutes approved.

[Guest Jim C]

How does a new member not abstain when approving minutes that he cannot possibly know are correct or incorrect?

[hmtcastle]

How does a new member not abstain when approving minutes that he cannot possibly know are correct or incorrect?

Firstly, there is typically no vote on approving minutes (since not approving them is not an option). But if there is a vote, all members have the right to vote. That's just a very fundamental principle.

Now there may be a vote when it comes to offering a correction to the minutes as submitted by the secretary. And a member who was absent from the meeting in question could very well be in a position to offer a correction. For example, the minutes might indicate that he made a motion and he knows that's inaccurate because he wasn't there.

[Josh Martin]

How do the minutes from a previous meeting get approved if only 3 members of the current board were part of the past 7 member board?

The same way as the minutes of any meeting are approved.

Are the 4 new members who were not in attendance at the initial meeting entitled to a vote on this?

You don't vote on the final approval of the minutes. You might vote on suggested corrections if there is disagreement, and in such cases, all members are entitled to vote.

Does a simple majority of the 3 members who were on the original board constitute a quorum?

All members count toward the quorum.

For future reference, what the board should do when a meeting will end the terms of some or all of the members is appoint a committee to approve the minutes.

[hmtcastle]

How do the minutes from a previous meeting get approved if only 3 members of the current board were part of the past 7 member board?

The recommended way is for a committee to be appointed for the sole purpose of approving the last minutes.

See p. 471 and p. 457.