Formally Recording Board Approvals Secured Via E-Mail

[Guest Terri Sutro]

We were required to make changes to a retirement program that required approval of the Board of Directors by December 31st. As we were not scheduled to have a meeting until January, I sent the request to the Board via e-mail. I am collecting the approvals that I receive, but I believe this should be formally ratified by the Board at the next meeting.

Can anyone offer guidance on the method of doing this? Should it be an amendment to the Minutes of the last meeting, or something else.

Any help would be appreciated.

Terri

[Josh Martin]

Can anyone offer guidance on the method of doing this? Should it be an amendment to the Minutes of the last meeting, or something else.

The motion to Ratify is an incidental main motion. It is debatable and requires a majority vote, and it should be recorded in the minutes of the meeting where it is made.

[hmtcastle]

Can anyone offer guidance on the method of doing this?

And note that the approval of the board will only be obtained when the individual approvals of the board members (even all the board members) are ratified. Prior to that, the board, as a board, hasn't approved anything.

In other words, you may not have the approval of the board before your deadline. But that's what special meetings are for.