Who should adopt minutes for an annual members' meeting?

When a religious organization holds large annual meetings, the method of approving the minutes can vary depending on the organization’s governing documents. But where those documents don’t address the question, the answer can be a little difficult to find. The best answer is to delegate the authority to adopt minutes to a committee to avoid a long interim without an adopted record of actions taken. The next annual meeting can revise if necessary.

 

What do you mean by “Annual Meeting”?

The first step is to figure out what kind of annual meeting your organization holds. There are three basic kinds of annual meetings. The first is one of several regular meetings you hold, but it’s specially designated as the annual meeting because it includes election of officers and other points of business that are only addressed once a year. The second is the annual meeting that is the only meeting of the organization in any given year. There is a third type of meeting, which is the one time a year that a larger group of members meets to make higher-level decisions similar to those mentioned for the second category.

Adopt minutes by committee.

If your organization doesn’t have provisions addressing who adopts an annual meeting’s minutes in its governing documents but follows the current edition of Robert’s Rules of Order, which is Robert’s Rules of Order Newly Revised (11th ed.) (R.O.N.R.), there is some guidance. Robert’s Rules starts with a fundamental principle that business cannot carry over from one meeting to another when the meetings are more than three months apart, except through committees. Since one annual meeting is more than three months after the previous annual meeting, “the executive board or a committee appointed for the purpose should be authorized to approve the minutes.” R.O.N.R. 474–75. This should be accomplished by a provision in a governing document (bylaws or a continuing resolution, for example) or by a vote of the annual meeting itself (for instance, in the adopted rules of the meeting).

One possible group to authorize to adopt the minutes is the organization’s board. Most of these groups delegate regular decision-making to a board, which are variously called councils, sessions, vestries, or board of elders, among other names. For our purposes, we'll refer to all of these as boards.Where the board meets more than quarterly, it might be preferable to grant the board authority to adopt the minutes from the annual meeting. In other situations, it might be best to allow the executive director, like a pastor, and a secretary to constitute the authorized committee.

Where an annual meeting is composed of the same people as other regular meetings, the first category, none of these problems exist. Just adopt the minutes at the next regular meeting. R.O.N.R. 94–95.

The annual meeting can still revise the minutes.

Even when a committee is authorized to adopt the minutes, the next annual meeting still has the power to revise them. In fact, “If the existence of an error or material omission in the minutes becomes reasonably established after their approval—even many years later—the minutes can be corrected by means of the motion to Amend Something Previously Adopted …, which requires a two-thirds vote, or a majority vote with notice, or the vote of a majority of the entire membership, or unanimous consent.” R.O.N.R. 475. But in the interim between annual meetings, delegating that power to the committee allows the organization to rely on its official minutes as properly adopted by the committee.


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