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Subject: Approval of Board Meeting Minutes
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HaleyH
(Illinois)

Posts:50


04/08/2021 11:54 AM  
Our last Board Meeting Minutes were up for approval at the first Board meeting following the annual Membership Meeting.
At the annual Membership Meeting one of the prior Board Members was not voted in.
Does the Board have the "non-Board" member vote on the Board meeting minutes as he was a Board member at that time?
Two of the three Board members were re-elected. So the current Board would have two of three Board officers able to vote on the minutes (that were in attendance at the Board Meeting).

Thanks.
CathyA3
(Ohio)

Posts:1888


04/08/2021 12:14 PM  
Posted By HaleyH on 04/08/2021 11:54 AM
Our last Board Meeting Minutes were up for approval at the first Board meeting following the annual Membership Meeting.
At the annual Membership Meeting one of the prior Board Members was not voted in.
Does the Board have the "non-Board" member vote on the Board meeting minutes as he was a Board member at that time?
Two of the three Board members were re-elected. So the current Board would have two of three Board officers able to vote on the minutes (that were in attendance at the Board Meeting).

Thanks.




No, current board members vote, the no-longer-on-the-board person has no authority to vote at the time the vote was being taken. If the new board member doesn't feel comfortable voting on this, he/she can abstain.

But it's an interesting question since it happens all the time, and I suppose it's possible to have some sort of quorum issues to make this a problem.
SheliaH
(Indiana)

Posts:3923


04/08/2021 12:17 PM  
Since he was at the meeting, I don't see a problem - consider it his last official act before leaving the position and make sure he doesn't vote on anything else. That said, check your documents - they may state exactly when board member duties officially begin and that may indicate what you need to do.

To prevent stuff like this in the future, you could have the regular board meeting first to get the minutes approved, then the annual meeting for the elections. This way everyone starts fresh
AugustinD


Posts:313


04/08/2021 12:38 PM  
Posted By CathyA3 on 04/08/2021 12:14 PM
Posted By HaleyH on 04/08/2021 11:54 AM
Our last Board Meeting Minutes were up for approval at the first Board meeting following the annual Membership Meeting.
At the annual Membership Meeting one of the prior Board Members was not voted in.
Does the Board have the "non-Board" member vote on the Board meeting minutes as he was a Board member at that time?
Two of the three Board members were re-elected. So the current Board would have two of three Board officers able to vote on the minutes (that were in attendance at the Board Meeting).


No, current board members vote, the no-longer-on-the-board person has no authority to vote at the time the vote was being taken. If the new board member doesn't feel comfortable voting on this, he/she can abstain.
I agree with CathyA3. A few observations:

-- So far, I do not see that Robert's Rules treats this. Maybe for obvious reasons.

-- This scenario happens all the time when, for one, City Councils have a change in Councilors.

-- I see no other direction on the net other than to follow what the law or Bylaw says. The bylaw or law or Robert's Rules xyz edition usually says simply something like: Minutes shall be approved or disapproved at the meeting following the date of the meeting for which the minutes were recorded.

-- The prior directors can pretty much always chime in and say, "Hey, that's not quite the motion I made. The wordking should be... " The new directors can hear them out.

-- For minutes, I do not see quorum problems arising even when all the directors are new to the job.

-- If all directors are new and they all abstain, then I expect there would be good reason for this. Like the new directors do not like a motion passed at the last meeting. In the latter case, I think it legally best they formalize the overturning of the prior meeting's motion via a reconsideration vote and take other steps to ensure clarity on what motion is valid and what motion is not.
JohnC46
(South Carolina)

Posts:10952


04/08/2021 2:05 PM  
Haley

2 of 3 BOD Members is a Quorum and Motions can be made. Have them Make a Motion to Accept the Minutes. If 2 of 3 vote to accept, the Minutes are Accepted and done with. Stop the anguishing.
HaleyH
(Illinois)

Posts:50


04/08/2021 2:52 PM  
No anguishing here. The prior Board member had asked to make changes to the minutes even though his term as board member had ended. So I asked a question.
KerryL1
(California)

Posts:8018


04/08/2021 4:20 PM  
If you think the prior board member's request has merit, you can put the minutes back on the agenda and the Board can decide whether to accept his amendment or not. If his amendment is not about something that must be in minutes, e.g., who attended, or the wording of a motion, do not bother with it.

The motion if a board member thinks it's worthwhile is to vote to rescind the decision to approve the minutes of xx/xx/xxx. If a majority is in favor, someone would make a motion that the minute be amended to say xxx. Then vote.

Pretty sure in Robert's that reconsideration is used re: decisions made at the same meeting.
AugustinD


Posts:313


04/08/2021 8:40 PM  
Posted By KerryL1 on 04/08/2021 4:20 PM
Pretty sure in Robert's that reconsideration is used re: decisions made at the same meeting.
You're right. I think this is the second time I posted this falsehood (by accident), too. My City Council pulled this a few years ago with a controversial subdivision vote, motioning to reconsider several weeks later. So it stuck in my mind. But there must have been more to this motion for the City parliamentarian not to have said something.

Robert's Rules and other sites say what KerryL1 posted.
JohnC46
(South Carolina)

Posts:10952


04/09/2021 1:30 PM  
Posted By KerryL1 on 04/08/2021 4:20 PM
If you think the prior board member's request has merit, you can put the minutes back on the agenda and the Board can decide whether to accept his amendment or not. If his amendment is not about something that must be in minutes, e.g., who attended, or the wording of a motion, do not bother with it.

The motion if a board member thinks it's worthwhile is to vote to rescind the decision to approve the minutes of xx/xx/xxx. If a majority is in favor, someone would make a motion that the minute be amended to say xxx. Then vote.

Pretty sure in Robert's that reconsideration is used re: decisions made at the same meeting.



Sound like the best way to handle it.
BenA2
(Texas)

Posts:872


04/09/2021 5:58 PM  
All current board members can vote on approving the minutes. There is no requirement that they had to be at the meeting, much less that they had to be a board member at the time. Former board members cannot vote.
HaleyH
(Illinois)

Posts:50


04/10/2021 5:47 PM  
Thank you everyone for your comments.
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Forums > Homeowner Association > HOA Discussions > Approval of Board Meeting Minutes



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