Nonprofit boards should not vote to approve minutes

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Do you serve on a private nonprofit board? Did you know that according to Robert’s Rules of Order, you shouldn’t vote to approve minutes? Instead, use this simple procedure.paper with pen

  • The secretary reads the minutes aloud. If the draft minutes have been distributed in advance, so everyone has had a chance to review them, this step is not necessary.
  • The chair asks, “Are there any corrections or changes to these minutes?
  • Members suggest necessary changes or corrections.
  • For each proposed change, the chair asks, “Is there any objection to this change/correction?”
  • If no one speaks up, the members have accepted the change by unanimous consent.
  • If someone says, “Objection,” the chair knows that all members are not in agreement, and therefore takes a vote on each proposed change, announcing the result of each vote.
  • Once all changes have been processed in this way, the chair says, “There being no further changes, these minutes are approved.”

See? No vote on the minutes themselves. Robert’s Rules of Order Newly Revised, 11th edition says on page 355, “The only proper way to object to the approval of the secretary’s draft of the minutes is to offer a correction to it.”

Difference between private and public bodies regarding vote to approve minutes

In our experience, public and civic bodies always vote to approve minutes and no doubt will continue to do so. But for other private bodies, nonprofits, charities, clubs, associations, etc., this is the correct way to approve your minutes. Follow Robert’s Rules of Order and simplify your life! You’ll be glad you did.