Minutes of Special Board Meeting

[Guest Becky]

Our non profit organization just had a special board meeting that the members were not allowed to go to on a special subject.  The secretary recorded the session and has created minutes but is wondering about emailing them to the board member, is that something that is done or are these just sealed and not reviewed?

[Hieu H. Huynh]

Board members have the right to review minutes of board meetings.

[Gary Novosielski]

28 minutes ago, Guest Becky said:

Our non profit organization just had a special board meeting that the members were not allowed to go to on a special subject.  The secretary recorded the session and has created minutes but is wondering about emailing them to the board member, is that something that is done or are these just sealed and not reviewed?

Minutes of special meetings are typically approved at the next regular meeting, after approval of the last regular meeting minutes.  

If the special meeting was held in Executive Session (§9), then confidentiality may require that the reading and approval also take place in executive session.

Quote

The minutes, or record of proceedings, of an executive session must be read and acted upon only in executive session, unless that which would be reported in the minutes—that is, the action taken, as distinct from that which was said in debate—was not secret, or secrecy has been lifted by the assembly. When the minutes of an executive session must be considered for approval at an executive session held solely for that purpose, the brief minutes of the latter meeting are, or are assumed to be, approved by that meeting.

On the question of e-mailing, that is not the most secure method of communications, as we all know.  It would depend upon what the board decided to do, and individual members should be aware that they are responsible for keeping the contents of the e-mail confidential.  In truly critical situations, you might think twice before using unencrypted e-mail.

Edited November 20, 2017 at 03:45 PM by Gary Novosielski

[Bruce Lages]

The board will need to approve the minutes of this special meeting, which is typically done at the next regular board meeting. If it is your practice to email the minutes to all board members before the next meeting, then that it what should be done in this case. Your statement that members were not allowed to attend this special meeting suggests that it might have been conducted in executive session, meaning that what was discussed is not divulged to non-members, and what actions were taken are revealed only as necessary. If that is the case, it wouldn't hurt to remind the board members of this restriction when sending out the email of the minutes.