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Staff Review of Minutes


Guest Sally K

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I am the sole administrative staff of a small nonprofit. For over four years I wrote the minutes for the board meetings with stellar results. Now our corporate secretary writes the minutes and a bully says I can't even submit corrections to the minutes because I am staff and not a board member. I take copious notes and am the only one in a position to verify the accuracy of minutes. Is this addressed in Robert's Rules?

Sally

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Meaning no disrespect, non-members have no rights.

If you are a member (staff notwithstanding), you have as much right to make corrections as every other member; if you are not a member, you have no say at a meeting (without permission of the assembly).

(Nothing in RONR would prohibit your offering corrections to anyone you want.)

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I am the sole administrative staff of a small nonprofit. For over four years I wrote the minutes for the board meetings with stellar results. Now our corporate secretary writes the minutes and a bully says I can't even submit corrections to the minutes because I am staff and not a board member. I take copious notes and am the only one in a position to verify the accuracy of minutes. Is this addressed in Robert's Rules?

Sally

The duty to take the minutes belongs to the secretary, RONR (11th ed.), p. 458, ll. 32-33. A non-member of the board is not entitled to see the minutes of board meetings, but may only do so with the permission of the board.

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Is this addressed in Robert's Rules?

Since you're not a member of the board, you have no parliamentary rights at board meetings. Not even a right to attend meetings of the board (although the board can invite you if it wishes). If you do attend meetings, I suppose you could continue to offer your version of the minutes but the board is under no obligation to accept or even consider it.

The board (and/or the general membership) is free (subject to any limitations imposed by the bylaws) to appoint/elect you as secretary but they have apparently chosen someone else.

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Since you're not a member of the board, you have no parliamentary rights at board meetings. Not even a right to attend meetings of the board (although the board can invite you if it wishes). If you do attend meetings, I suppose you could continue to offer your version of the minutes but the board is under no obligation to accept or even consider it.

The board (and/or the general membership) is free (subject to any limitations imposed by the bylaws) to appoint/elect you as secretary but they have apparently chosen someone else.

I feel certain that Guest Edgar did not mean to say so, but I want to make it clear that a non-member of the board is not entitled to offer his version of the minutes of a board meeting as a substitute for the secretary's draft.

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As for staff submitting corrections to minutes, it sounds like as long as a staff member is an invited guest at board meetings, she can submit proposed changes for their consideration and they are at choice whether they wish to accept them. This would not be in place of the draft provided by the Secretary, but as a response to the draft.

According to Rob Elsman above, a non-member of the board has no right to see the minutes without the board's permission. We have an organization member of our nonprofit who is not on the board, who claims she has the legal right to access everything in our office - meeting minutes, reports, grant applications, and all financials. Is this true? We are a 501c3.

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As for staff submitting corrections to minutes, it sounds like as long as a staff member is an invited guest at board meetings, she can submit proposed changes for their consideration and they are at choice whether they wish to accept them. This would not be in place of the draft provided by the Secretary, but as a response to the draft.

According to Rob Elsman above, a non-member of the board has no right to see the minutes without the board's permission. We have an organization member of our nonprofit who is not on the board, who claims she has the legal right to access everything in our office - meeting minutes, reports, grant applications, and all financials. Is this true? We are a 501c3.

See RONR (11th ed.), p. 487, ll. 13-20, about access to the minutes of board meetings.

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As for staff submitting corrections to minutes, it sounds like as long as a staff member is an invited guest at board meetings, she can submit proposed changes for their consideration and they are at choice whether they wish to accept them. This would not be in place of the draft provided by the Secretary, but as a response to the draft.

According to Rob Elsman above, a non-member of the board has no right to see the minutes without the board's permission. We have an organization member of our nonprofit who is not on the board, who claims she has the legal right to access everything in our office - meeting minutes, reports, grant applications, and all financials. Is this true? We are a 501c3.

An invitee to a board meeting must remain quiet unless the board gives permission to give a report or make a presentation. An invitee is not entitled to make motions to amend the secretary's draft of the minutes.

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I feel certain that Guest Edgar did not mean to say so, but I want to make it clear that a non-member of the board is not entitled to offer his version of the minutes of a board meeting as a substitute for the secretary's draft.

No, certainly not entitled to but, I think, free to give her version of the minutes to some or all of the board members between meetings (and they're free to toss them).

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...

According to Rob Elsman above, a non-member of the board has no right to see the minutes without the board's permission. We have an organization member of our nonprofit who is not on the board, who claims she has the legal right to access everything in our office - meeting minutes, reports, grant applications, and all financials. Is this true? We are a 501c3.

Keep in mind that the answers on this forum tell you about the rules in RONR. As a nonprofit you may well be subject to other rules and/or statutes; moreover, such rules almost certainly vary from state to state.

The point is, you need to check those other rules also in order to answer your question -- a forum on parliamentary procedure cannot answer it comprehensively.

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