Approval of Annual Meeting Minutes
Adams Stirling PLC


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?

: Normally, approval of the prior year's minutes is an agenda item at the annual meeting. Once you establish quorum via the number of ballots mailed in (or with ballots plus those in attendance), the president can ask for a motion to waive the reading of the minutes and then ask for a motion to approve the minutes. Whoever is in the meeting (even if it's only a handful of members) can approve the minutes with a voice vote.

Board Approval
. It is also permissible to leave the approval to the board of directors. 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.
When the next business session will not be held within a quarterly time interval... the executive board or a committee appointed for the purpose should be authorized to approve the minutes. (Robert's Rules, 11th ed., pp. 474-475.)

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.)
Allowing the board to approve minutes has the added benefit of posting meeting minutes within thirty days of the meeting rather than waiting a year for the next annual meeting.
When the minutes are approved, the word Approved, with the secretary's initials and the date, should be written below them. (Robert's Rules, 11th ed., p. 475.)
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Adams Stirling PLC