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EllisF1 (New York)
Posts: 4
Posted:
We have regular monthly board meetings as well as our annual member meeting.

RONR (11th ed.), pp. 94-95, ll. 34-3 state that the previous board meeting's minutes should be approved at the annual meeting and the annual meeting minutes should be approved at the next board meeting.

I get why the annual meeting minutes are to be approved at the next board meeting and since it is the board approving them, they should have been and mostly were at the annual meeting.

What I'm being asked is: How can the non-board members at the annual meeting approve the previous board meeting's minutes when they weren't there?

They can't verify the record of what happened and there won't be enough votes if only the board members vote to approve them. What do I tell the members to convince them they should be voting to approve the previous board meeting's minutes? If I tell them we should dispose of the minutes and let the board vote on them at the next board meeting, why does RONR say they should be approved at the annual meeting?
TimB4 (Tennessee)
Posts: 21,059
Posted:
Ellis,

Are you required by statute or your governing documents to follow Roberts Rules of Order?

If not, then you can come up with your own procedure.

Personally, it simply doesn't make sense for the general membership to approve or amend/approve minutes of the Board of Directors. It wasn't their meeting.

I also don't think it makes sense for the Board to approve the general membership meeting minutes. That should be done by the general membership.

In our Association, the Board approves board meeting minutes.
The Board will look over and make changes to a draft of the annual meeting minutes (typically at the Board meeting following the general membership meeting), but the actual approval will be done by the membership at the next general membership meeting.

As for your specific question: What do I tell the members to convince them they should be voting to approve the previous board meeting's minutes?

Since most individuals are not really familiar with RONR, I doubt you are going to convince them. As I said, it may pass the RONR test, but doesn't (at least to me) pass the common sense test.
EllisF1 (New York)
Posts: 4
Posted:
Yes, we are required to follow Roberts Rules of Order by our Bylaws (not that we have in the past, like many organizations).

One good reason the board should approve the annual meeting minutes at the next board meeting is so an approved and legal record of the meeting is made shortly after the meeting closes but before memories of what occurred in the meeting fade (which has been a major issue when the secretary waits until just before the following annual meeting to try and put together the minutes). The minutes can always be amended later and I plan to have them presented as part of the following year's annual report.

While I may be able to convince them to let the board approve the annual meeting minutes, I think you are right in that having them approve the board meeting's minutes doesn't pass the common sense test.

Personally, I think the board meeting minutes should just be approved at the next board meeting after the annual meeting along with the annual meeting's minutes. To do this procedurally would require something in the bylaws or making a motion at each annual meeting to dispense with reading of the board meeting minutes at the annual meeting.
JanetB2 (Colorado)
Posts: 4,219
Posted:
I am wondering if it is just not written well ... many HOA's have BOD meetings immediately following the Annual Meeting so BOD can elect officers from those just elected to the BOD. I am wondering if it could be a slight error in how it was written.
EllisF1 (New York)
Posts: 4
Posted:
Well, there is nothing written in our rules at all about when minutes should be approved or by whom. Because we adopt RONR, I'm trying to get us to follow RONR and avoid situations where annual meeting minutes aren't even written until a year later and nobody can really remember what happened except by looking at that meeting's agenda (and probably just assuming).

RONR (11th ed.), pp. 94-95, ll. 34-3 is pretty clear, but approving the board meeting's minutes at the annual meeting seems to not have a good reason like the reverse has.

(btw, thanks all for responding and helping us work this out.)
SheliaH (Indiana)
Posts: 6,964
Posted:
What Janet and Tim said - I think this was poorly written, but should be relatively easy to fix. Sometimes, I think boards and homeowners make things far more complicated that what they need to be.....

Our regular board meetings follow the annual meeting, so the annual meeting minutes are read at that meeting and approved accordingly. After the annual meeting business is completed, it's formally closed with a motion, and then the board goes right into the regular meeting so those minutes are read. When we had our newsletter, we would print a summary of what happened at the annual meeting so it wasn't like people had to wait an entire year to find out what was gong on - and everyone understood this wasn't the same as formal meeting minutes.


If it is not right do not do it; if it is not true do not say it. Marcus Aurelius
AugustinD
Posts: 5,144
Posted:
For my HOA: At the AMOM, only the board approves the previous board meeting's minutes. Also at the AMOM, the entire membership approves the previous year's minutes for the AMOM.
EllisF1 (New York)
Posts: 4
Posted:
Ah, I thought of a reason this morning. (Of course it was in the shower; where all the best thinking is done.)

As the election of board members occurs at the annual meeting, the previous board meeting's minutes should be approved in the possible event that the new board would be mostly or completely new members who would not have been at the previous board meeting.

Augustin, I like the method your HOA uses where only the board approves the previous board meeting's minutes even though they are at the annual meeting. I'm not sure how that plays with quorum as well as number of voting members present for the parliamentarian session called to order and such per RONR, but it still makes sense.
SueW6 (Michigan)
Posts: 814
Posted:
"RONR (11th ed.), pp. 94-95, ll. 34-3 state that the previous board meeting's minutes should be approved at the annual meeting and the annual meeting minutes should be approved at the next board meeting.'

Yes, I have seen this done (when I attended an annual meeting of a large historical society)

I asked why and they just said RONR says so.

Since the "annual meeting" is NOT a board meeting, I just found it confusing.

There is an RONR web site that will answer questions. Just Google RONR Forum and it comes up.

SueW6 (Michigan)
Posts: 814
Posted:
From the RONR Forum:

'That section clearly refers to societies that have regular general business meetings of the membership, one of which is designated the Annual Meeting."

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