Minutes Everything you never wanted to know. What
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Minutes Everything you never wanted to know. What are Minutes? Corporations under the law are artificial beings Minutes are the words of the artificial being the corporation. Are we a corporation? Yes! Lodges are incorporated as
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01
Minutes Everything you never wanted to
know.<br>
know.<br>
02
What are Minutes? Corporations under the law are
“artificial beings”
Minutes are the words of the “artificial being” – the corporation.<br>
“artificial beings”
Minutes are the words of the “artificial being” – the corporation.<br>
03
Are we a corporation? Yes! Lodges are incorporated as 501-c-8
Not for Profit Corporation<br>
Not for Profit Corporation<br>
04
Why are Minutes important? They contain the “official” actions / decisions of the Lodge Board of Officers.
Under the law – the Board of Officers are the “Agents” of the Lodge (Corporation) Corporate Agents have certain responsibilities under the law:
Duty to Perform.
Duty of Reasonable Care in performance.
Fiduciary Duty.
Duty to Notify.
Duty of Loyality – avoiding Conflict of Interest.<br>
Under the law – the Board of Officers are the “Agents” of the Lodge (Corporation) Corporate Agents have certain responsibilities under the law:
Duty to Perform.
Duty of Reasonable Care in performance.
Fiduciary Duty.
Duty to Notify.
Duty of Loyality – avoiding Conflict of Interest.<br>
05
So . . . Minutes are the voice of the Lodge General Law 36.11
General Duties (Administrator)
He shall accurately record and maintain the minutes . . . . Lodge meetings, Board of Officer meetings, House Committee meetings, and other meetings. The law clearly states:
Individual officers alone have no authority.
Meetings are considered a “meeting of the minds” for the direction and operation of a corporation.
A quorum is necessary for business actions to assure the corporate duties are protected.<br>
General Duties (Administrator)
He shall accurately record and maintain the minutes . . . . Lodge meetings, Board of Officer meetings, House Committee meetings, and other meetings. The law clearly states:
Individual officers alone have no authority.
Meetings are considered a “meeting of the minds” for the direction and operation of a corporation.
A quorum is necessary for business actions to assure the corporate duties are protected.<br>
06
Wait! Our Administrator does . . . . Business transactions without a vote by the Board of Officers and/or the approval of the Membership! It is possible – within certain limitations . . .
Individual Board members may have “written consent”
Example: GL 36.13
The Administrator by virtue of his office shall be a delegate to Intl. Convention, association conferences, conventions, and district meetings.<br>
Individual Board members may have “written consent”
Example: GL 36.13
The Administrator by virtue of his office shall be a delegate to Intl. Convention, association conferences, conventions, and district meetings.<br>
07
However in a Moose Lodge . . . Officers of a Lodge are restricted as outlined under General Law Section 46; and further required in many transactions to have written consent of the General Governor of Moose International Officers of a Corporation must perform their duties:
In good faith.
Without conflict of interest.
Without negligence/informed.
Within the law.
Diligently.<br>
In good faith.
Without conflict of interest.
Without negligence/informed.
Within the law.
Diligently.<br>
08
Summary of the background . . . Lodges are corporations.
Corporations are “artificial entities”
Corporations operate through directors/officers.
Meetings are deemed “the meeting of the minds”.
Minutes are the voice of the corporation.<br>
Corporations are “artificial entities”
Corporations operate through directors/officers.
Meetings are deemed “the meeting of the minds”.
Minutes are the voice of the corporation.<br>
09
Let’s talk Minutes In this portion of the workshop we will discuss . . .
Who – takes the minutes.
What – goes into the minutes.
Where – should they be “maintained”.
When – should they be recorded.
Why – what’s the reason we need to record and keep minutes.
How – can minutes help or hender our operations.<br>
Who – takes the minutes.
What – goes into the minutes.
Where – should they be “maintained”.
When – should they be recorded.
Why – what’s the reason we need to record and keep minutes.
How – can minutes help or hender our operations.<br>
10
When do we need to record? Whenever there is a meeting of the corporate directors/officers and shareholders/membership.
Officer Meetings
House Committee Meetings
General Membership Meetings
Special Meetings
Joint Meetings<br>
Officer Meetings
House Committee Meetings
General Membership Meetings
Special Meetings
Joint Meetings<br>
11
Who records and how should they record? Any designated attendee can be the “official” recording secretary; Moose International Gen. Law designates the Administrator or Lodge Secretary.
The Minutes should be recorded on paper in ink.*
Minutes should follow the established agenda.<br>
The Minutes should be recorded on paper in ink.*
Minutes should follow the established agenda.<br>
12
* Recording Minutes Minutes to be written or typed in ink on paper**.
Minutes should be written in a manner (or printed) that allows for easy reading.
It is NOT necessary to record every word spoken.
Should easily convey the actions discussed and/or voted on during the meeting.
Minutes are NOT official until voted upon by the Board or Membership depending on the meeting, and then signed by the Presiding Officer and Recording Secretary.<br>
Minutes should be written in a manner (or printed) that allows for easy reading.
It is NOT necessary to record every word spoken.
Should easily convey the actions discussed and/or voted on during the meeting.
Minutes are NOT official until voted upon by the Board or Membership depending on the meeting, and then signed by the Presiding Officer and Recording Secretary.<br>
13
Recording devices . . With Dispensation from the General Governor.
Purpose of recording is to allow a meeting to be transcribed to paper.
Once “Minutes” are approved – the recording is to be erased.<br>
Purpose of recording is to allow a meeting to be transcribed to paper.
Once “Minutes” are approved – the recording is to be erased.<br>
14
** Paper The “official” Minutes MUST be kept in accordance with corporate law of the governing state or province; in all cases it is known that “paper” Minutes are an approved method.
Some states permit Minutes to be maintained in a computer program that does NOT allow alteration once approved.
Moose International policy dictates that Minutes will be kept on paper and maintained in a Minutes Binder.
Moose Catalog Store at International offers an official Minutes Binder and pre-numbered pages*** at a nominal cost to lodges.<br>
Some states permit Minutes to be maintained in a computer program that does NOT allow alteration once approved.
Moose International policy dictates that Minutes will be kept on paper and maintained in a Minutes Binder.
Moose Catalog Store at International offers an official Minutes Binder and pre-numbered pages*** at a nominal cost to lodges.<br>
15
*** Pre-numbered Pages There is generally NO law requiring Minutes to be maintained on pre-numbered pages.
However . . .
You MUST be able to provide evidence in a legal proceeding that all Minutes are maintained; pre-numbered pages greatly assist in that requirement.
You could when recording your Minutes identify the pages as blank of blank for a specific date or meeting (example: Page 1 of 4 – Board meeting January 10th, 2020)
Remember to allow NO page to be removed from the Binder, they MUST be accounted for in any review.<br>
However . . .
You MUST be able to provide evidence in a legal proceeding that all Minutes are maintained; pre-numbered pages greatly assist in that requirement.
You could when recording your Minutes identify the pages as blank of blank for a specific date or meeting (example: Page 1 of 4 – Board meeting January 10th, 2020)
Remember to allow NO page to be removed from the Binder, they MUST be accounted for in any review.<br>
16
What is to be recorded? Moose International has established prescribed agendas for each Lodge meeting:
Board of Officers
House Committee
General Membership
Special Meeting
Joint Meeting<br>
Board of Officers
House Committee
General Membership
Special Meeting
Joint Meeting<br>
17
Typical Minutes contain . . Date-Time Convened- and Type of Meeting
Roll Call of Attendees (officers and special attendees)
Acknowledgment of Call to Order by Presiding Officer
Reference to any special notice given for calling of meeting.
Reading of Minutes of previous meetings – voting to accept
Finances
Old and New Business
Committee Reports<br>
Roll Call of Attendees (officers and special attendees)
Acknowledgment of Call to Order by Presiding Officer
Reference to any special notice given for calling of meeting.
Reading of Minutes of previous meetings – voting to accept
Finances
Old and New Business
Committee Reports<br>
18
Moose International provides specific agenda items . . . The Officers Meeting:
Report of Sickness & Distress
Applications for Membership
The General Membership Meeting:
Communications & Notices
Report of Sickness & Distress
Ordering of Payment of Approved Bills
Applications for Membership
Nine O’Clock Ceremony
Good of the Order<br>
Report of Sickness & Distress
Applications for Membership
The General Membership Meeting:
Communications & Notices
Report of Sickness & Distress
Ordering of Payment of Approved Bills
Applications for Membership
Nine O’Clock Ceremony
Good of the Order<br>
19
Pop Quiz True of False?
The Board of Officers at their Board Meeting vote on the Applications for Membership. FALSE
The officers only record the Applicants in their Minutes based on the report of the Application Review Committee.<br>
The Board of Officers at their Board Meeting vote on the Applications for Membership. FALSE
The officers only record the Applicants in their Minutes based on the report of the Application Review Committee.<br>
20
Speaking of Voting . . . How does a Corporation take action? First there MUST be a Quorum present to convene a meeting.
An officer or shareholder (member) must make a motion requesting action.
Motions must receive a 2nd.
After discussion – the Chair calls for a vote; majority rules.
Some business is presented in the form of a Resolution or in our lodges a Dispensation.
It is presented for adoption – must be 2nd and a Q&A is allowed. The vote is taken and majority rules.
The business is recorded in the Minutes.<br>
An officer or shareholder (member) must make a motion requesting action.
Motions must receive a 2nd.
After discussion – the Chair calls for a vote; majority rules.
Some business is presented in the form of a Resolution or in our lodges a Dispensation.
It is presented for adoption – must be 2nd and a Q&A is allowed. The vote is taken and majority rules.
The business is recorded in the Minutes.<br>
21
Don’t forget the “other” meetings House Committee
Handle the business operations of the Social Quarters’ – including Decorum.
Special Meetings
Require Special Notice and are restricted to only the business identified in the Notice.
Joint Meetings
Lodge, Chapter, and other committees convene for planning purposes.<br>
Handle the business operations of the Social Quarters’ – including Decorum.
Special Meetings
Require Special Notice and are restricted to only the business identified in the Notice.
Joint Meetings
Lodge, Chapter, and other committees convene for planning purposes.<br>
22
So How & Where do we keep Minutes? How to keep:
Preferred in a Minutes Binder in order of the meetings.
Separate House Committee from Officers & Membership.
Resolutions, Dispensations, and Committee Reports should be kept with the Minutes.
When a binder becomes filled – start another – label the outside. Where should we keep:
In a safe place:
Fireproof safe or Safety Deposit Box. (You can keep a copy in the office)
At least in a controlled office; where examination is by request and observed.
Don’t store the House Committee near the Officers and Membership Minutes****<br>
Preferred in a Minutes Binder in order of the meetings.
Separate House Committee from Officers & Membership.
Resolutions, Dispensations, and Committee Reports should be kept with the Minutes.
When a binder becomes filled – start another – label the outside. Where should we keep:
In a safe place:
Fireproof safe or Safety Deposit Box. (You can keep a copy in the office)
At least in a controlled office; where examination is by request and observed.
Don’t store the House Committee near the Officers and Membership Minutes****<br>
23
**** The House Committee Minutes Why store the House Committee Minutes separately?
These are minutes of a Committee and not considered official corporate documents for purposes of examination by persons other than those authorized by Moose International. The House Committee exists for purposes of operating the Social Quarters’ – as a Committee it is NOT authorized to spend capital funds or obligate the Lodge – it MUST have the approval of the Board of Officers and Membership for those actions.<br>
These are minutes of a Committee and not considered official corporate documents for purposes of examination by persons other than those authorized by Moose International. The House Committee exists for purposes of operating the Social Quarters’ – as a Committee it is NOT authorized to spend capital funds or obligate the Lodge – it MUST have the approval of the Board of Officers and Membership for those actions.<br>
24
Still not sure Why?<br>
25
The Agency relationship Remember
Corporations are “Artifical Entities”
Officers/Directors represent a “meeting of the minds”
These officers have duties and legal responsibilities.
Minutes are the “voice” of the corporation. What are the duties:
Duty to Perform
Reasonable Care
Fiduciary Duty
Duty to Notify
Duty of Loyalty<br>
Corporations are “Artifical Entities”
Officers/Directors represent a “meeting of the minds”
These officers have duties and legal responsibilities.
Minutes are the “voice” of the corporation. What are the duties:
Duty to Perform
Reasonable Care
Fiduciary Duty
Duty to Notify
Duty of Loyalty<br>
26
What if you fail in your duties? Generally the Directors/Officers have little to worry about in performing their duties.
Major failures – blatant disregard of duties CAN create personal liability.
Commonly referred to as
Piercing the Corporate Veil.<br>
Major failures – blatant disregard of duties CAN create personal liability.
Commonly referred to as
Piercing the Corporate Veil.<br>
27
Examples of Duty Failure Failure to act as a Board in operating the Lodge – a/k/a The Alter-ego operation.
Creating Fraud.
Pursuing a personal agenda or action that involves the corporation.
Knowingly creating liability for the corporation by illegal actions (example: violating the law and causing the lodge to loose its license to remain open)
Miss-representation of facts or business operations.
Theft of corporate assets.<br>
Creating Fraud.
Pursuing a personal agenda or action that involves the corporation.
Knowingly creating liability for the corporation by illegal actions (example: violating the law and causing the lodge to loose its license to remain open)
Miss-representation of facts or business operations.
Theft of corporate assets.<br>
28
Corporate status provides you protection When YOU operate the lodge in accordance with the General Laws – You have personal protections!
Remember – the Voice of the Corporation . . .
Is the Minutes!<br>
Remember – the Voice of the Corporation . . .
Is the Minutes!<br>
29
Make Certain Meetings are held in accordance with General Laws.
Actions of the Lodge are taken by vote.
Resolutions & Dispensations are secured and approved.
Minutes are accurate and properly signed – then filed in the official Binder.
The Binder is stored in a protected environment.<br>
Actions of the Lodge are taken by vote.
Resolutions & Dispensations are secured and approved.
Minutes are accurate and properly signed – then filed in the official Binder.
The Binder is stored in a protected environment.<br>
30
So . . How do the Minutes help? The Minutes are the Voice of the Corporation (Lodge)
Their recording provides proof that the corporation was operated within the corporate statues – thus liabilities (if any) will stop at the corporate veil.<br>
Their recording provides proof that the corporation was operated within the corporate statues – thus liabilities (if any) will stop at the corporate veil.<br>
31
It really is . . . Just that simple!<br>
32
Q&A Questions?
We thank you for your participation – you may provide feedback to
Director Mike Rios
mrios@mooseintl.org<br>
We thank you for your participation – you may provide feedback to
Director Mike Rios
mrios@mooseintl.org<br>