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Ekmark Law

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Monday, 13 December 2010 11:21

Approving prior year's annual meeting minutes

Issues often arise about whether or not (and how) associations should approve their annual meeting minutes. Although there is no actual law that requires approval of any minutes, the purpose of the approval process is to ensure that the secretary (or minute taker) properly drafted the minutes. Therefore, approval of minutes of board meetings and the annual meeting should occur, as it is the organization’s ratification that the minutes properly reflect their decisions.

Most associations approve the annual meeting minutes for the prior year at the subsequent annual meeting. One issue that associations must remember (if they approve minutes in this fashion) is that this issue must be placed on the absentee ballot. Under both the Planned Community Act and Condominium Act, after the period of Declarant control, for any action to be taken at a meeting of the members, members must be allowed to vote in person and by absentee ballot. If the association has not established another method of voting on the minutes, then it is an action of the members, for which members must be allowed to vote in person and by absentee ballot. If this matter is placed on the absentee ballot, a copy of the minutes should also be included in the annual meeting packet, so that members know what they are voting on.

Another option for associations to consider (if they do not want to have to put this on the absentee ballot every year) is to have the members vote on appointing a standing committee of the board in place as of the end of each annual meeting to approve the annual meeting minutes. This option comports with Robert’s Rules of Order, which states that, when the next meeting will not be held within a quarterly time period, the executive board or a committee appointed for that purpose should be authorized to approve the minutes. However, the key here is that the board or committee still needs to be authorized to perform the approval. Therefore, an association could place on the agenda (and the absentee ballot) a motion for the members to vote on approving appointing a standing committee comprised of the board members in office at the end of each annual meeting to approve the minutes. The association would also vote on this issue at the annual meeting. For the motion to pass, it would need to be approved by a majority of the members voting on the matter, so long as quorum is present. However, once this issue is voted on at one annual meeting, thereafter, the board has the authority to approve future annual meeting minutes.

Last modified on Friday, 17 December 2010 09:55