I was recently asked this question: “We made a bad decision at a recent Board meeting and want to change it. Can we hold a teleconference call to do that?  And if so, can we then delete the original decision from the minutes of the first meeting?”

My to the first question is a qualified yes.  If your Bylaws permit the Board to make decisions by teleconference calls, you can hold one to rescind the flawed decision (assuming it was not implemented).

My answer to the second question is no.  By definition, minutes are a record of what took place at a meeting.  If a decision was made, it should be captured as having been made, even if it was cancelled or modified at a later meeting.

The latter answer, although technically correct, creates a practical difficulty:  An average person, reading the minutes in isolation, may perceive that the original decision still stands.  Can something be done to avoid forcing such a person to look through several sets of subsequent minutes to determine the status of a motion?

To address this difficulty, it is suggested that you capture the fact that a decision was subsequently rescinded or modified as a footnote in the original minutes.  The original decision will be flagged, and the footnote will say something like: “This decision was rescinded at a Board teleconference call on July 10, 2007.”