Jim Anderson Posted October 23, 2015 at 04:56 PM Report Share Posted October 23, 2015 at 04:56 PM I am a member of a Fraternal Organization incorporated in the State of Washington. My question for today concerns the minutes of meetings, specifically minutes of our Board of Trustees (regular and/or executive session). According to RONR 11 (p460, 6-7) “Records of the Secretary”, are specified to include reports from boards or committees; (p460, 13-17) “any member has a right to examine records including minutes of an executive session” however (p460, 17-20) states “same principle applies to records kept by boards and committees, these being accessible to members of the boards or committees but to no others” (further explained p487, 13-20). Page 460 lines 13-17 seem to be in conflict with lines 17-20 and page 487 lines 13-20. In our organization, the Secretary records and preserves minutes from all meetings (general membership and board as well as executive sessions of the board). As stated above we are incorporated in the State of Washington as a Fraternal Organization under the Revised Code of Washington (RCW) Title 24. RCW 24.03.135, “Required documents in the form of a record — Inspection — Copying” states: “24.03.135(5) Minutes of the proceedings of the members, if any, the board, and any minutes which may be maintained by committees of the board.” “The corporate records shall be open at any reasonable time to inspection by any member of more than three months standing or a representative of more than five percent of the membership”.Question 1 – Can you explain what appears as a conflict in RONR pages 460 and 487?Question 2 – Not-withstanding the description in RONR concerning availability of records to members of the organization, would not the laws of the State of Washington (RCW) preside over RONR and/or our bylaws where they are silent on the subject? Thank you Link to comment Share on other sites More sharing options...
Gödel Fan Posted October 23, 2015 at 05:04 PM Report Share Posted October 23, 2015 at 05:04 PM Question 1: I'm sorry, but I'm not seeing the conflict. Minutes are available to members, but not to others unless the members decide to make them available to others (with the exception below noted). Maybe it would help to clarify that members always means members of the organization/committee/board the minutes are for. Thus, board minutes are available to board members, minutes of general membership meetings are available to all members, and committee minutes, when kept, are available to members of that committee. I can see how you'd arrive at a conflict if you took "member" to always refer to all members of the organization. Exception: The general membership can order the board to produce its minutes. Question 2: We can't interpret statutes here, for several reasons, one of the most important being that statutes don't work in isolation. As a general statement, organizations cannot do illegal things (at least, not without those involved in the decision and/or action facing legal consequences), such as withhold documents from those legally entitled to them, but motions are only out of order if they conflict with a relevant procedural law. Link to comment Share on other sites More sharing options...
Richard Brown Posted October 23, 2015 at 05:27 PM Report Share Posted October 23, 2015 at 05:27 PM Regarding your question # 2 about the interpretation and applicability of a state statute, we do not interpret statutes on this forum. However, any applicable state statutes do trump any contrary provisions in RONR. The usual problem, as in your case, is interpreting the statute and determining its applicability to a particular situation. Doing that is outside the scope of this forum. Edited to add: I agree with Godel Fan that I do not see a conflict in what RONR says about access to the records of the organization when read as a whole. I agree with his analysis. Link to comment Share on other sites More sharing options...
Josh Martin Posted October 23, 2015 at 06:19 PM Report Share Posted October 23, 2015 at 06:19 PM According to RONR 11 (p460, 6-7) “Records of the Secretary”, are specified to include reports from boards or committees; (p460, 13-17) “any member has a right to examine records including minutes of an executive session” however (p460, 17-20) states “same principle applies to records kept by boards and committees, these being accessible to members of the boards or committees but to no others” (further explained p487, 13-20). Page 460 lines 13-17 seem to be in conflict with lines 17-20 and page 487 lines 13-20. Question 1 – Can you explain what appears as a conflict in RONR pages 460 and 487?There is no conflict. When the term "member" is used in RONR, it means a member of the assembly in question, unless the text specifically provides otherwise. Therefore, in the context of board minutes, a "member" means a board member.Question 2 – Not-withstanding the description in RONR concerning availability of records to members of the organization, would not the laws of the State of Washington (RCW) preside over RONR and/or our bylaws where they are silent on the subject?Yes, of course.Question 2: We can't interpret statutes here, for several reasons, one of the most important being that statutes don't work in isolation. As a general statement, organizations cannot do illegal things (at least, not without those involved in the decision and/or action facing legal consequences), such as withhold documents from those legally entitled to them, but motions are only out of order if they conflict with a relevant procedural law.A rule pertaining to access to minutes is a procedural rule. Link to comment Share on other sites More sharing options...
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