How to Make a Correction to Corporate Board Minutes
By Jennifer Williams
According to Parliamentary Procedure, which is accepted as the formal way to conduct board meetings, corrections to board meeting minutes are usually proposed by board members during the next meeting. After board meeting minutes are drafted, the board secretary usually sends each board member a copy for their review. The reason for sending members the completed minutes is to give them an opportunity to prepare for the portion of the next meeting when the members are asked to either propose corrections to the minutes, or approve them as presented.
Give completed board meeting minutes to the board chair for approval. If he notices any typographical errors or inconsistencies, he may require they be corrected on his own authority. Make the corrections immediately and distribute them to the members for their review.
Present the minutes to the board for approval at the next meeting. Have the board chair for members bring any problems with the minutes to the attention of the rest of the members. Have the chair call for proposed corrections, then call for motions that the proposed corrections be made. Once one or more members make such a motion, have the chair call for a vote on the motion.
Note whether the motion carried, in other words, whether a majority of the board members voted to make the proposed corrections. If they did, rewrite the minutes to include each correction approved by the board. Note that each correction is, in fact, a correction to the original minutes.
Send each board member a copy of the corrected minutes for their review. At the next meeting, call for approval of the minutes as corrected. If the minutes are not approved, correct the minutes again and present the latest corrections to the board for approval.
File a copy of the approved, corrected minutes in the board's official minute book. Discard the original version of the minutes if board policy and procedure allows it. If not, retain a copy of the original minutes in a history file so you can trace the changes made to the minutes from original version to final, approved version if this information is ever needed.
If the board of your organization does not conduct its meetings according to Parliamentary Procedure, correct the board meeting minutes by whatever procedure it does use.
An attorney for more than 18 years, Jennifer Williams has served the Florida Judiciary as supervising attorney for research and drafting, and as appointed special master. Williams has a Bachelor of Arts in communications from Jacksonville University, law degree from NSU's Shepard-Broad Law Center and certificates in environmental law and Native American rights from Tulsa University Law.