Dear Dinosaur: During the last election, three of our five board members were replaced with new directors, who take their oath of office at the December meeting. Our question is regarding the approval of the November board minutes. With three of the five being new board members who were not in attendance at the November meeting, who approves the November minutes at the December meeting? Normally, if they weren’t attending they would abstain from voting on it, but if three of the five abstain we have no quorum. Thoughts?
Answer: The new board members may vote to approve the November minutes. Robert’s Rules of Order Newly Revised, 12th edition, says that “a member’s absence from the meeting for which minutes are being approved does not prevent the member from participating in their correction or approval.” (41:12) This applies to new board members as well. You should change your custom of abstaining, since it’s not necessary, and have all directors take part in the approval process.
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