What if Meeting Minutes Are Not Approved?

Corporations are legally required to keep meeting minutes, and businesses of all sizes can benefit from maintaining a formal record of minutes. Once meeting minutes are recorded, it is the responsibility of the secretary of the board of directors or the minute-taker to circulate the minutes for formal approval by the board. 

But sometimes, minutes are not approved. This can happen due to inaccuracies in the minutes or disagreements amongst board members. Read on for actions so you’re prepared and not wondering, “What if meeting minutes are not approved?”

What Is the Purpose of Approving Meeting Minutes?

The purpose of approving meeting minutes is to ensure that the recorded information accurately reflects what occurred during the meeting. By approving the minutes, participants or board members verify their agreement with the content and confirm its accuracy. 

Accurate records of board meetings are legally required for corporations. LLC meeting minute requirements are simpler. However, all businesses that maintain minutes can benefit from improved communication, accuracy, and clarity of company direction. 

What Happens if Meeting Minutes Are Not Approved?

If meeting minutes are not approved, they are considered to be in draft form. This means the information recorded in the minutes is not official and may be subject to changes or corrections. It is important to review and approve minutes to ensure that they accurately reflect the decisions and actions taken during the meeting.

While in the draft stage, board members or meeting participants may suggest changes, corrections, or modifications to improve the accuracy of the meeting minutes. Then, the meeting minutes must be formally approved and adopted at the next meeting. 

Common Reasons for Unapproved Meeting Minutes

Reasons why meeting minutes may not be approved range from failing to have a quorum at the meeting to board members failing to review the minutes and provide feedback. These issues can usually be resolved by calling another meeting or requesting unanimous approval in writing if allowed in the organization’s operating agreement. 

Discussed below are these reasons in detail:

Lack of Quorum at the Meeting

Organizations must have a quorum for all decision-making. What constitutes a quorum varies from organization to organization. Some may require 100% of board members present for unanimous agreement, while others may define a quorum as some other percentage of all members in agreement. A quorum usually refers to the number of members present at the meeting, while the voting percentage to pass an issue is also defined by each company.

For example, an organization may define a quorum as 60% of all members in agreement. That means if the board has 10 members, at least six must be present at the meeting to constitute a quorum. If the organization also requires at least 60% of members to vote for a motion, all six present members must vote for a resolution to pass. 

In other organizations, 80% may constitute a quorum, while resolutions must pass with at least 60% of all members voting in favor or with a simple majority. While absent meeting members do not count toward a quorum, they may give their vote on key issues to another board member.   

If the chair calls a meeting and a quorum isn’t available, the board won’t be able to approve or formally accept minutes until the next meeting that has a quorum.  

Disagreements or Disputes Over the Accuracy or Content of the Minutes

Perhaps the most complicated reason that meeting minutes may not be approved is due to inaccuracies or disagreements about the contents of the minutes. In that case, the board members should review the minutes together, comparing them with other members’ notes from the meeting and, if available, a recording. 

Members Not Reviewing or Providing Feedback 

Board members are often busy with other responsibilities. For that reason, members not reviewing the minutes or providing feedback can delay the approval of the minutes. While this has a simple resolution, failing to review and approve the minutes can have legal consequences for the business, so it’s essential that all board members prioritize this step. 

Steps to Address Unapproved Meeting Minutes

Practical steps organizations can take when facing unapproved minutes include sending reminders of all meetings and circulating meeting minutes on time. Here is an overview of the steps you can take. 

Encourage Active Participation and Engagement During Meetings

In order to encourage active participation in meetings, schedule meetings with enough time to allow board members to organize their schedules accordingly. Then, ask for members’ options or suggestions after discussing each agenda point to encourage engagement during meetings. This can increase participation, encourage discussions, and allow the board to consider various viewpoints carefully. 

Facilitate Timely Review and Feedback Processes

To facilitate timely review and feedback, first, make sure the meetings are circulated within a week of the meeting. In addition, circulating the minutes in a format that makes it easy for board members to make suggestions or edits can facilitate feedback. For example, a cloud-based document that tracks changes can make it easy for everyone to make suggestions or note approval before the meeting. 

Establish Clear Guidelines for Approval and Documentation

Different companies and organizations have different guidelines for approval and documentation of minutes. For example, some businesses may read and review the minutes collectively in the next board meeting, while others may simply vote to approve the minutes. 

Having clear guidelines for approval and documentation can ensure legal compliance and transparency in operations and reduce delays due to confusion or miscommunication. 

Consequences of Unapproved Meeting Minutes

The potential ramifications of not having approved annual meeting minutes include legal implications such as penalties, fines, or loss of status for the corporation due to failure to comply with state guidelines. In addition, the organization may face challenges in disputes or lawsuits.

However, before that, the first consequence of unapproved meeting minutes is usually disorganization or confusion within the organization. Board members may have difficulties recalling decisions, actions, and responsibilities. Failing to approve meeting minutes can also lead to transparency issues and challenges in maintaining organizational integrity.

Best Practices for Meeting Minutes Approval

Implementing best practices to ensure smooth approval processes can make approvals seamless. Get started with the following tips:

Set Realistic Deadlines for Review and Feedback

Realistic deadlines vary between organizations. In some companies, a week for feedback can be a realistic target. In others, a month or more between meetings can allow ample time for board members to review everything. 

It’s essential to inform board members before the deadline to review meeting minutes. The secretary of the board or minute-taker can also send out a reminder to review the minutes before the next meeting and re-circulate the minutes with any feedback received. 

Encourage Open Communication and Respectful Discussion Regarding Disagreements

Ideally, the board should respect the opinions of all members. Carefully weigh and consider various viewpoints and consider suggestions to be adopted. The secretary or meeting chair can remind the board of its common goals and resolutions and then ask for suggestions on wording or presentation to represent the discussion and conclusions reached accurately. 

Implement a Consistent and Transparent Approval Process

By implementing a consistent, transparent approval process, you’ll reduce friction throughout the minutes’ approval. By establishing consistent procedures, you’ll avoid many delays, miscommunications, or indifference that can creep in without consistent procedures. 

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