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Subject: Approval of minutes by director absent at meeting
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Author Messages
VictoriaV
(Illinois)

Posts:3


07/13/2012 7:41 AM  
If a director was absent at a meeting say on June 1 and the board is then considering the June 1 minutes at the June 25 meeting, can the director who was absent at the June 1 meeting approve the minutes or should he abstain because he was not present at the June 1 meeting?
BruceF1
(Connecticut)

Posts:2480


07/13/2012 7:51 AM  
Posted By VictoriaV on 07/13/2012 7:41 AM
If a director was absent at a meeting say on June 1 and the board is then considering the June 1 minutes at the June 25 meeting, can the director who was absent at the June 1 meeting approve the minutes or should he abstain because he was not present at the June 1 meeting?

He should abstain.

Approval of the minutes means that the director agrees that the account recorded in the minutes is a true account of what he remembers actually transpired at the meeting. If the director was not present at the meeting he doesn't know what actually transpired unless another director told him (which is not the director's personal observation) or he has psychic ability.
CarolR11


Posts:0


07/13/2012 7:53 AM  
According to Robert's Rules of Order, directors who were absent may approve the minutes.
CarolR11


Posts:0


07/13/2012 7:56 AM  
Uh, oh, Bruce knows a lot more about this than I do. But I feel certain I read it in a Q&A discussion about Robert's and will look it up later.
TimB4
(Virginia)

Posts:9232


07/13/2012 7:57 AM  
Ahh, the two words that make life difficult - can & should.

Can he approve, yes. As a director he is allowed (and entitled) to cast a vote on all matters requiring a vote before the board.

Should he abstain - that's a matter of perception.

Any Director has a right to cast a vote in the affirmative (yea), in the negative (nay) or to abstain from voting. It's their decision. Should they have abstained? that's an opinion based on the perception and personal opinion of the individual asking the question. That perception has zero basis on the the Director choosing to exercise the option of abstaining or not.


Typically minutes are first read. Then there are motions to amend (if needed) with votes on each motion. Then there is a vote of approving the minutes as amended.

Personally, it's my opinion that if the Director wasn't at the previous meeting, they should abstain from any vote to amend the minutes (as they really don't know what was or wasn't said). However, once any motions to amend are done, I see no harm in them voting to accept or reject the minutes (as it's likely they will vote with the majority of the Directors).





VictoriaV
(Illinois)

Posts:3


07/13/2012 7:58 AM  
So what exactly are they approving then if they don't know what really occurred at the meeting? Just that the minutes "read" correctly. I am not doubting you...but can you point to the section in RRO? I have been doing association and corporate minutes for years and the questioning of this has not really come up until now!
TimB4
(Virginia)

Posts:9232


07/13/2012 8:07 AM  
They would be approving that they accept the minutes as being an accurate account of what happened at the previous meeting.

Two sides of the same coin, they have no basis to believe that the minutes are accurate or inaccurate. Therefore, typically, they are taking the word of the other directors and the secretary (who is intrusted with taking accurate minutes) that the minutes are accurate.

Remember Roberts Rules of Order is only a guide unless a State law or your governing documents require that they be followed. Most Associations used modified versions of the rules. What I mean by that is that they follow the rules as they understand them but do not strictly adhere to their procedures. (i.e. every issue might not be in the form of a motion, every motion might not be seconded, etc.).
TimB4
(Virginia)

Posts:9232


07/13/2012 8:11 AM  
Here is a link to Parliamentary Procedure Online! frequently asked questions page. Per that site:



Can a member vote on or second a motion to approve the minutes of a meeting that he did not attend?

Yes, absolutely! There is no requirement in Robert's Rules of Order that a member have first-hand knowledge of something before voting on minutes or other motions. In fact, a motion need not be made regarding the approval of the minutes. The chair says, "Are there any corrections to the minutes?" Members may offer corrections, and when there are no further corrections forthcoming, the chair says, "If there are no further corrections to the minutes, they stand approved as corrected... the next item of business is..." or if no corrections are offered, "If there are no corrections to the minutes, they stand approved as read... the next item of business is..." Note that there is no second involved in this process. For more information, refer to RONR (10th ed.), pp. 343-344.
BruceF1
(Connecticut)

Posts:2480


07/13/2012 8:23 AM  
Posted By CarolR11 on 07/13/2012 7:56 AM
Uh, oh, Bruce knows a lot more about this than I do. But I feel certain I read it in a Q&A discussion about Robert's and will look it up later.

Aaaahhhh, you're going to make me go to the book, aren't you?

OK. I was stating my personal opinion, not Roberts Rules.

Tim is correct, a director may vote however he pleases, or he may abstain, according to his conscience. There is nothing in Roberts Rules that states that a director must abstain if he wasn't present at the meeting.

However, Roberts Rules does say that a formal vote to approve the minutes is not necessary (although it is permissible). If copies of the minutes have been provided beforehand, the chair (or president) can say "since the minutes have been previously distributed, unless there is no objection we will dispense with the reading of the minutes." If no one objects, the chair goes on. Whether or not the minutes are read, the chair can then simply ask, "are there any corrections to the minutes?" Corrections are normally handled by unanimous consent with no formal vote being taken. Following this, the chair can state something like, "if there are no (further) corrections, the minutes stand approved (as corrected)." Again, approval is by unanimous consent unless someone objects. No formal vote is taken, thus there is no "abstention". This implies that the director who was absent is consenting to the approval of the minutes. He is not likely to object since he was not present at the meeting.
VictoriaV
(Illinois)

Posts:3


07/13/2012 8:23 AM  
Thank you everyone!
BruceF1
(Connecticut)

Posts:2480


07/13/2012 8:31 AM  
Posted By TimB4 on 07/13/2012 8:11 AM
Here is a link to Parliamentary Procedure Online! frequently asked questions page.

Another excellent source is the Roberts Rules Official Site, Question and Answer Forum. This forum is monitored by Daniel Honemann, one of the editors/authors of Roberts Rules. It's the source I usually use.
CarolR11


Posts:0


07/13/2012 9:17 AM  
Ah, Tim, thanks for finding the exact source that I saw a couple of years ago. That's when our board stopped using motion, 2nd, vote to approve the minutes. Saves a bit of time. We directors get the draft minutes in our packets about a week before the meeting.

i actually have asked for an amendment to minutes for a meeting that I didn't attend. Seems like it had something to do with an invited plumbing expert, who wasn't listed on the draft minutes, but whom I knew had been present.

Thanks, Tim for the ParliPro.org site. I think it was Bruce who offered Robertsrules.forumflash.com a few weeks ago which also is useful.
BruceF1
(Connecticut)

Posts:2480


07/13/2012 9:51 AM  
Posted By CarolR11 on 07/13/2012 9:17 AM
i actually have asked for an amendment to minutes for a meeting that I didn't attend. Seems like it had something to do with an invited plumbing expert, who wasn't listed on the draft minutes, but whom I knew had been present.

If the other board members who were present have no objection to entering that into the minutes, I don't see any problem with it.
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