Nonprofit boards should not vote to approve minutes

paper with pen

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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.

  • 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, 12th edition says in section 41:11, “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.

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Ann Macfarlane

Ann G. Macfarlane is a Professional Registered Parliamentarian. She offers an interactive and user-friendly way to master the key points for effective, efficient and fair meetings. Her background as a diplomat and Russian translator enables her to connect with elected officials and nonprofit board directors and give them the tools they need for success. She is the author of Mastering Council Meetings: A guidebook for elected officials and local governments.