QUESTION: Because of the new secret balloting requirements, we can't get enough people to the annual meeting to conduct routine business, such as approving the minutes of the prior annual meeting. Can we skip the approval of minutes?
ANSWER: No, you cannot skip the approval of minutes. Historically, most associations had the minutes of their annual membership meetings approved by the members at the next year's annual meeting. However, that became problematic with the advent of secret balloting, since so few members now attend annual meetings. Fortunately, the minutes can be approved by the board of directors. The Corporations Code and parliamentary procedure both allow for board approval of membership meeting minutes.
Corporations Code. Corporations Code §8320(a)(2) requires "Each corporation shall keep . . . minutes of the proceedings of its members, board and committees of the board . . . ." And Corporations Code §7210 states that unless a subject matter is specifically required (by law or the governing documents) to be decided by the members, "all activities and affairs of a corporation shall be conducted and all corporate powers shall be exercised by or under the direction of the board." Together, these two statutes make the board of directors, not the members, responsible for approving minutes of all membership meetings, including annual membership meetings.
Parliamentary Procedure. Under Robert's Rules of Order, minutes that do not come up for review quarterly, may be approved by the board. Since annual meetings are annual not quarterly, the board can approve the minutes. "Minutes of one annual meeting should not be held for action until the next one a year later." (Robert's Rules, 11th ed., p. 95.) They can be approved by the board of directors or executive board. (Robert's Rules, 11th ed., pp. 474-475.)
Board Approval. The best way to accomplish this is to have the board of directors approve the minutes of the annual membership meeting at the first regular board meeting that follows the annual membership meeting (or if that first board meeting is the same day as the annual membership meeting, then the regular board meeting after that first board meeting). This is consistent with the Corporations Code, and it allows the minutes to approved promptly and without having to have a quorum at the following year's annual membership meeting. An added benefit is that what occurred at the annual membership meeting will still be fresh in the directors' minds, which can only ensure more accurate minutes.
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