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Missing Minutes

  • 01 Apr 2019 4:24 PM
    Message # 7255551
    Deleted user

    Once annually we have a brief board and shareholders meeting with our holdings company, following adjournment of our (general) May Board meeting. 

    The meetings are straight forward with very little discussion.

    During both the board and share holders meeting, the minutes are approved from the previous year. I noticed that both the board and share holders meeting minutes from 2018 are MIA. I also listened to a recording of the meeting, but due to technical issues I was not able to access a recording of this portion of the meeting.

    I am able to see who attended by referring to our (general) May Board meeting minutes, but do not know who moved and seconded each motion.

    My question is... do I recreate at the 2018 minutes with my best guess on who moved and seconded each motion? Or go about this some other way? I am certain each motion was passed.

    Thank you in advance.

  • 12 Apr 2019 10:24 AM
    Reply # 7279431 on 7255551
    Deleted user

    Hi Alli,

    I think in that situation I would recreate a bare bones set of minutes, as you are contemplating.

    At my organization, we've stopped recording the mover and seconder, since we feel it's not essential information.

    Instead, I state:

    On a motion duly made and seconded, the following resolution was passed:

    Be It Resolved

    That xxx

    Hope this helps,

    Mae-Yu


  • 15 Apr 2019 9:27 AM
    Reply # 7282861 on 7255551
    Deleted user

    Hello,  

    I would agree. Create skeleton minutes and do not record the mover or seconder, that is an old practice that is no longer required.

     

  • 12 Aug 2019 12:37 PM
    Reply # 7824041 on 7255551
    Deleted user

    I am another person to agree with this; we no longer record the mover or seconder. 

  • 27 Apr 2021 4:53 PM
    Reply # 10375315 on 7255551
    Deleted user

    Hello,

    To follow up on this item. Do you still ask for a mover and a seconder, even though it isn't recorded?

    My organization has been in the practice of reading the motion and saying "all in favour?". Then, only recording dissents and abstains.

    Thanks,

    Alli

  • 28 Apr 2021 10:24 AM
    Reply # 10386679 on 7255551
    Deleted user

    Hi,

    I agree with this first response to recreate the minutes as best you can.  I'd also consider getting board approval of the re-created minutes and minuting that approval as well, so there is a paper trail recounting what happened.  Might help tell the story if auditors look into it and question why approved minutes were altered. 

    Re mover and seconder -- our chairs ask for movers and seconders but we only record that the motion was duly moved and seconded (but not by whom).  This avoids any insinuation that the mover or seconder were particularly supportive of the motion -- the body acts as one. 

    I think Robert's Rules of Order says that the purpose of a seconder is merely to avoid frivolous motions (i.e., at least one other person supports it so it can't be that crazy).  Personally, I think it's unnecessary for routine motions like approving agendas and minutes or draft motions that are included in the materials, but I think it's so deeply ingrained as parliamentary procedure that I don't even dare suggest dispensing with it to my meeting chairs!

    Raj

  • 29 Apr 2021 8:17 AM
    Reply # 10401074 on 7255551
    Deleted user

    Movers and seconders play an important role, particularly where consensus is reached after debate among directors. When a director has either resisted or tested a proposal with detailed questioning, yet in the end there is no actual dissent (dissent is exceedingly rare, and often a precursor to a resignation) and consensus is reached. When the chair calls for a mover, in my experience the director who led the resistance often moves, and the director who took the position that ultimately prevailed often seconds. When directors act in this way it tends to build collegiality. Omitting the step of seeking movers and seconders is not a best practice for that reason, in my opinion. Recording who moved and seconded is not critical, but recording it cements the benefit of building collegiality.

    Just my opinion after attending countless Board meetings in many different settings, from S&P 60 issuers, to major not-for-profits and charitable enterprises.

    In a case where the information is missing, as in this case, use best efforts to replace the minutes as completely as possible and have them approved.


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