chinafleet Posted April 2, 2011 at 04:06 PM Report Share Posted April 2, 2011 at 04:06 PM In a non profit group (501© 4) does any member have access to see the minutes of Board meetings or the right to request a copy of same ?Thank you Link to comment Share on other sites More sharing options...
Tim Wynn Posted April 2, 2011 at 04:48 PM Report Share Posted April 2, 2011 at 04:48 PM In a non profit group (501© 4) does any member have access to see the minutes of Board meetings or the right to request a copy of same ?Thank youAccording to RONR, only members of the board have access to board minutes, though the general membership, by a two-thirds vote, can order the minutes of the board to be read at a general membership meeting. See RONR(10th ed.), p. 470, l. 3-10. Link to comment Share on other sites More sharing options...
chinafleet Posted April 2, 2011 at 04:58 PM Author Report Share Posted April 2, 2011 at 04:58 PM According to RONR, only members of the board have access to board minutes, AAnd a member of the Board can request the minutes of any Board meeting, including "special" meeetings that they missed or were excluded from?Trying to be sure of my ground. :-) Link to comment Share on other sites More sharing options...
Tim Wynn Posted April 2, 2011 at 05:17 PM Report Share Posted April 2, 2011 at 05:17 PM AAnd a member of the Board can request the minutes of any Board meeting, including "special" meeetings that they missed or were excluded from?Trying to be sure of my ground. :-)Each member of the board has a right to examine the minutes of the board. This relates to all minutes of the board, even minutes from special meetings. See RONR(10th ed.), p.444, l. 8-13. Link to comment Share on other sites More sharing options...
chinafleet Posted April 2, 2011 at 05:26 PM Author Report Share Posted April 2, 2011 at 05:26 PM Thank you yet again. Have it marked in my book now. :-)) Link to comment Share on other sites More sharing options...
Tim Wynn Posted April 2, 2011 at 05:45 PM Report Share Posted April 2, 2011 at 05:45 PM Thank you yet again. Have it marked in my book now. :-))Note that the minutes of a special meeting of the board should be approved at the next regular meeting of the board. Before they are approved, there's nothing to examine, but if a draft of the minutes is typically sent to board members before approval, all members should get a copy. Link to comment Share on other sites More sharing options...
hmtcastle Posted April 2, 2011 at 06:06 PM Report Share Posted April 2, 2011 at 06:06 PM And a member of the Board can request the minutes of any Board meeting, including "special" meeetings that they missed or were excluded from?And even the minutes of board meetings that took place long before they were a board member.Though you raise a potentially troubling question by suggesting that a board member may have been excluded from a board meeting. Link to comment Share on other sites More sharing options...
chinafleet Posted April 2, 2011 at 06:10 PM Author Report Share Posted April 2, 2011 at 06:10 PM This forum is great- and it does inspire me to go read and study my book. Please know that this isn't just the 'easy way' to get information. You also provide such an education it makes me want to know more.Thank you! Link to comment Share on other sites More sharing options...
Josh Martin Posted April 2, 2011 at 06:14 PM Report Share Posted April 2, 2011 at 06:14 PM AAnd a member of the Board can request the minutes of any Board meeting, including "special" meeetings that they missed or were excluded from?I really hope that "excluded from" suggestion is hypothetical, since board members may not be excluded from board meetings except in connection with disciplinary procedures. If any board members have been excluded from board meetings for other reasons, you might have bigger problems than the minutes. Link to comment Share on other sites More sharing options...
chinafleet Posted April 2, 2011 at 06:22 PM Author Report Share Posted April 2, 2011 at 06:22 PM Welllll, it gets complicated. A Board member was originaly excluded from a special meeting where they decided to entertain charges on the member. The charges could not be substansiated so they had another meeting and the member was asked to leave. The Board decided to ask the person preferring charges to withdraw the charges. That was done- and then the Board decided to 'punish' the missing Board member-- with no other charges having been filed. Seems the crime was being "rude". They are not allowing the Board member to see any of the pertinent minutes. Link to comment Share on other sites More sharing options...
Josh Martin Posted April 2, 2011 at 06:36 PM Report Share Posted April 2, 2011 at 06:36 PM Welllll, it gets complicated. A Board member was originaly excluded from a special meeting where they decided to entertain charges on the member. The charges could not be substansiated so they had another meeting and the member was asked to leave. The Board decided to ask the person preferring charges to withdraw the charges. That was done- and then the Board decided to 'punish' the missing Board member-- with no other charges having been filed. Seems the crime was being "rude". They are not allowing the Board member to see any of the pertinent minutes.This all sounds highly improper. It certainly does not follow the disciplinary procedures in RONR. Do your Bylaws have a customized disciplinary procedure which grants the board the authority to impose discipline on members? By default, this authority rests with the general membership. I don't believe the exclusion was proper either, as that isn't permitted until the later stages in the RONR disciplinary process.As I said, I suspect the lack of access to the minutes is the least of your board's problems right now. I have reason to doubt whether the punishment is even valid. Link to comment Share on other sites More sharing options...
chinafleet Posted April 2, 2011 at 06:42 PM Author Report Share Posted April 2, 2011 at 06:42 PM Yes, they can impose discipline when charges have been brought. The BOD can impose up to a 6 month suspension but expulsion takes a vote of the membership. Committees are at the pleasure of the Board and can be removed by a majority vote with written notice.The bylaws do not address if they have to have a valid reason for such actions. Link to comment Share on other sites More sharing options...
Josh Martin Posted April 2, 2011 at 06:44 PM Report Share Posted April 2, 2011 at 06:44 PM Yes, they can impose discipline when charges have been brought. The BOD can impose up to a 6 month suspension but expulsion takes a vote of the membership. Committees are at the pleasure of the Board and can be removed by a majority vote with written notice.The bylaws do not address if they have to have a valid reason for such actions.Okay. Now you said at one point the member was "excluded" and at another point that the board members "asked him to leave." Which is it? If he left voluntarily, he doesn't really have a defense, but if a member is improperly excluded from a meeting, the actions taken are null and void. Link to comment Share on other sites More sharing options...
chinafleet Posted April 2, 2011 at 06:48 PM Author Report Share Posted April 2, 2011 at 06:48 PM Its both. Two seperate meetings. One the Board member was never notified of the meeting. The second they were asked to leave while the President argued to have the charges withdrawn. The Board member was told that was all that would be discussed- or they never would have left. At the meeting punishment was determined-- even though there were no charges.. Link to comment Share on other sites More sharing options...
hmtcastle Posted April 2, 2011 at 06:52 PM Report Share Posted April 2, 2011 at 06:52 PM One the Board member was never notified of the meeting.Well, you can consider any actions taken at that meeting as null and void.And it seems like you might want to start thinking about new board members. Or at least sending the current ones to one of the RONR Re-Education Camps somewhere in the Libyan desert. A couple of days of pounding the gavel in the hot sun will do wonders for their attitude. Link to comment Share on other sites More sharing options...
chinafleet Posted April 2, 2011 at 06:52 PM Author Report Share Posted April 2, 2011 at 06:52 PM PS. The Board member was notified by email the charges had been withdrawn. Four days later they were notified again by email that, at the same meeting, they had also been relieved of duites. Link to comment Share on other sites More sharing options...
Gary Novosielski Posted April 2, 2011 at 08:08 PM Report Share Posted April 2, 2011 at 08:08 PM And a member of the Board can request the minutes of any Board meeting, including "special" meetings that they missed or were excluded from?Trying to be sure of my ground. :-)Well, yes, certainly of any meeting that they missed, but since you'd need some pretty odd bylaws to be able to exclude a member from a meeting, it's entirely possible you could have some odd bylaws regarding minutes as well. Or it could be that you don't, and the entire meeting is null and void anyway. Link to comment Share on other sites More sharing options...
chinafleet Posted April 2, 2011 at 08:35 PM Author Report Share Posted April 2, 2011 at 08:35 PM I think its more likely we have odd people interpreting the bylaws? ;-) Link to comment Share on other sites More sharing options...
Josh Martin Posted April 3, 2011 at 08:14 PM Report Share Posted April 3, 2011 at 08:14 PM Its both. Two seperate meetings. One the Board member was never notified of the meeting. The second they were asked to leave while the President argued to have the charges withdrawn. The Board member was told that was all that would be discussed- or they never would have left. At the meeting punishment was determined-- even though there were no charges..Actions taken at the meeting in which the board member was not notified are null and void. In the second meeting, since the board member left voluntarily (even though he did so under false pretenses), the actions taken are valid, provided that they comply with the customized disciplinary procedure in your Bylaws. The disciplinary procedure in RONR does require that a member is convicted of charges in order for disciplinary punishment to be imposed, but I have no idea what the procedure in your Bylaws requires. It is up to your organization to interpret its own Bylaws. See RONR, 10th ed., pgs. 570-573 for some Principles of Interpretation.In any event, as stated earlier, the board member has a right to view the minutes of all board meetings. Link to comment Share on other sites More sharing options...
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