The prime purpose of a board (committee) or members’ meeting is to make decisions.
The prime purpose of the minutes of that meeting is to record those decisions.
The law says that you don’t need to wait for the second before you can take action on the first. As soon as the meeting decides, then go and do[i].
We knew that there were people, some quite experienced, who thought otherwise; that is, they believed that the decisions were not final until not only after the minutes had been drawn up, but after the minutes had been considered at the next meeting.
But after accidentally finding this statement by Moreland Council in Victoria, maybe this group is more numerous than we thought:
These proposed minutes for the Council meetings are yet to be approved by Council and are subject to change. Information and decisions contained in these minutes should not be actioned until formally adopted at the next Ordinary Council meeting. Council is not liable for actions or decisions made based on the proposed minutes[ii] .
Mind you, I don’t think this Council could practice what they preach. Under a heading ‘Urgent Business’, they resolved to consider a particular report
because it relates to a matter that has arisen since the distribution of the agenda and cannot safely or conveniently be deferred to the next Council meeting.
This subsequent resolution, containing two adoptions, one delegation, two requests, and one notification, surely would have led to some action prior to the next meeting[iii].
And such is the case with virtually all board (committee) and members’ meetings.
The solution? Well, the first thing to realise is that it’s likely that there is no legal requirement for you to have minutes approved (whatever you are approving). There isn’t for companies. So you could try dispensing with the practice. However, as they will still need to be signed by the chair, and the chair is likely to want to share the risk, there’s a good chance they will stay on the agenda.
Next best then is to get the chair to sign the minutes at the end of the meeting. If you avoid the narrative style of minutes – which I strongly recommend you do – then with a bit of re-engineering and commitment, this should be possible.
Whether or not you do this though, the solution I recommend to avoid a duplication of the Moreland Council thinking is this: change your language.
Have a look at your agenda. Odds on you have, near the top, something about ‘confirming’ or ‘approving’ the minutes of the previous meeting. The problem is that this can give the reader the impression that the decisions of that meeting need a decision of this meeting to make them authoritative. (The Australian charity regulator recommends ‘acceptance’ as the action required[iv], but this still leaves what is being accepted open to interpretation.)
We need to say that it is the accuracy of the recording that is in question, nothing else. So we would merely add ‘the accuracy of the’ as a qualifier of ‘minutes’. The motion then becomes
‘That the minutes of (date) be accepted as an accurate record.’
What do you think?
[i] See, for instance, http://www.findlaw.com.au/articles/259/the-binding-nature-of-minutes-of-meetings.aspx, accessed 9.01.2015]
[iii] Council minutes 10 December 2014 – Proposed (DOC 363Kb), http://www.moreland.vic.gov.au/about-council/council-and-committee-meetings/council-meetings/council-meeting-minutes.html, accessed 8 January 2015
[iv]http://www.acnc.gov.au/ACNC/Publications/Templates/Template_AGMagenda.aspx, accessed 9.01.2015.