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When accuracy of minutes is challenged, what should board chair do?

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When accuracy of minutes is challenged, what should board chair do?

If one of the members of the board of our nonprofit corporation disputes the accuracy and/or thoroughness of the minutes of a board meeting and the Secretary refuses to change them or add the comments, what should the chair of the board do about it?

The secretary is not the despotic arbiter of what happened at the meeting.  The secretary may be responsible to see that a draft of the minutes is prepared, but the group should approve the minutes to be sure that they are accurate and thorough.  The board chair should ask for approval at the next subsequent meeting.

If the board thinks that the secretary’s draft is inaccurate or inadequate, it can correct them and cause the corrected version to be filed in the corporate minute book.  Even if a majority does not think they need amendment, the discussion of the controversy can be recorded in the minutes of the meeting at which it took place so that a fair representation of the dispute can be permanently maintained.  There is no one correct form of minutes (See Ready Reference Page: “Preparing Minutes of Board Meetings Is Usually More Art Than Science”) but they are part of the historical record of the organization and ought to reflect what actually happened.

Wednesday, January 2, 2013


A newly elected board member refuses to approve minutes when she disagrees with what the board majority has voted. Holding the board hostage seems to be her private agenda. It has been three months and we can’t get minutes corrected or approved unanimously. Is a minority report allowed legally?

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