QUESTION: I am part of an entirely new board that was recently elected. We were presented with a backlog of unapproved meeting minutes of prior board meetings. How do minutes get approved when no directors on the current board were at the meetings being approved?
ANSWER: According to Attorney-Parliamenatrian Jim Slaughter, author of The Complete Idiot’s Guide to Parliamentary Procedure, directors who were not present at the meeting for which minutes are being approved (or even on the board when the meeting occurred) can vote to approve minutes. The association as an organization has a continuing legal existence, even if specific members come and go over time. Accordingly, the new board can approve the minutes of the old board.
Amending Minutes & Fixing Errors. The only downside to approving minutes of a prior board is the minutes might contain errors of which the new board would be unaware. If at some future date errors are discovered, they can be corrected. The board that discovers an error can amend approved minutes, even though it may be years after the fact. The correction can be made by a "Motion to Amend Something Previously Adopted." (Robert's Rules, 11th ed., pp. 469 & 475.)
Signed by Secretary. Once the board has approved the minutes, they are signed by the secretary even though the secretary was not present at the meeting and may or may not agree with the actions taken by a prior board. The secretary is merely signifying the minutes are now part of the official record of the association.
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