Guest Jan Porri Posted June 7, 2012 at 06:20 PM Report Share Posted June 7, 2012 at 06:20 PM Our 'corporation' has 2 meetings for all 'shareholders' twice a year, June and Sept. During the year 'board' members have their own meetings. At the June meeting, changes to our bylaws were made. We used to have an area on a web site to view bylaws and minutes, however, that is no longer available. I asked the secretary if she will be emailing out the minutes to those that did not attend the meeting. I was told that she does not send the minutes out to non board members, and that there are bylaws and minutes in a common area for those members 'that want to see them'. What is the point of the board having our email address if not to send out this information electronically?There were changes made to the bylaws that shareholders will need to know, and without seeing these (as I am in another state, and don't often get to that common area) I am now basically clueless as to what is new!This may be a minor issue - but in the case of this organization - it is another example of our board doing what they see fit.Thanks. Link to comment Share on other sites More sharing options...
jstackpo Posted June 7, 2012 at 06:26 PM Report Share Posted June 7, 2012 at 06:26 PM You may not be able to settle this without seeing the bylaws, but...Does the Board have the authority to amend the bylaws as you stated?A lot of stock corporations do indeed leave ALL power to run things with the board; maybe you as a shareholder could elect new board members more willing to share information. Link to comment Share on other sites More sharing options...
Trina Posted June 7, 2012 at 07:06 PM Report Share Posted June 7, 2012 at 07:06 PM You may not be able to settle this without seeing the bylaws, but...Does the Board have the authority to amend the bylaws as you stated?A lot of stock corporations do indeed leave ALL power to run things with the board; maybe you as a shareholder could elect new board members more willing to share information.I think the poster said the bylaws were amended at the June meeting, which was described as a shareholder meeting (not a board meeting). It would seem that a shareholder has the right to see minutes of a shareholder meeting (assuming 'shareholder' is analogous to 'general member' in the RONR world). Link to comment Share on other sites More sharing options...
Guest Guest Posted June 7, 2012 at 07:09 PM Report Share Posted June 7, 2012 at 07:09 PM I think the poster said the bylaws were amended at the June meeting, which was described as a shareholder meeting (not a board meeting). It would seem that a shareholder has the right to see minutes of a shareholder meeting (assuming 'shareholder' is analogous to 'general member' in the RONR world).Regardless, she has no right to have them emailed to her, or posted on a website, correct? I mean RONR doesn't require it. Link to comment Share on other sites More sharing options...
jstackpo Posted June 7, 2012 at 08:02 PM Report Share Posted June 7, 2012 at 08:02 PM Correct. All that RONR requires is that the minutes be (usually) read and approved (with possible amendments) at the "next" meeting. Link to comment Share on other sites More sharing options...
Trina Posted June 7, 2012 at 08:16 PM Report Share Posted June 7, 2012 at 08:16 PM Well, in addition:'Any member has a right to examine these reports and the record book(s) referred to on page 459, lines 13-16 [which, in turn, says: 'record book(s) in which the bylaws, special rules of order, standing rules, and minutes are entered...' ]... at a reasonable time and place, but this privilege must not be abused to the annoyance of the secretary.' (RONR 11th ed. p. 460 ll. 13-17)How this rule is to be applied in a case where many of the members may live far away from the secretary and the record books, I am not sure. Perhaps the organization should adopt some special rules dealing with this problem.Certainly the member's basic right to examine the minutes is still intact -- it's just a question of whether/how the right can be exercised. Link to comment Share on other sites More sharing options...
Guest Guest Posted June 7, 2012 at 08:28 PM Report Share Posted June 7, 2012 at 08:28 PM How this rule is to be applied in a case where many of the members may live far away from the secretary and the record books, I am not sure. Perhaps the organization should adopt some special rules dealing with this problem.Certainly the member's basic right to examine the minutes is still intact -- it's just a question of whether/how the right can be exercised.I doubt the organizaiton views is as any problem other than the member's, and under RONR they're perfectly correct, and not obliged to do a thing. Link to comment Share on other sites More sharing options...
Trina Posted June 7, 2012 at 09:44 PM Report Share Posted June 7, 2012 at 09:44 PM I doubt the organizaiton views is as any problem other than the member's, and under RONR they're perfectly correct, and not obliged to do a thing.You appear to have additional insight into the views of this organization on this matter, beyond what has been shared thus far by the original poster. So far we have been told what two people think -- the original poster and the secretary.You are correct that RONR does not require that individual members be provided with a physical copy of the minutes, nor that they be provided with an electronic copy. Link to comment Share on other sites More sharing options...
Guest Edgar Posted June 7, 2012 at 09:58 PM Report Share Posted June 7, 2012 at 09:58 PM You appear to have additional insight into the views of this organization on this matter . . .I, too, am intrigued by the perspicacity of the doubly-anonymous "Guest_Guest_". Link to comment Share on other sites More sharing options...
George Mervosh Posted June 7, 2012 at 11:59 PM Report Share Posted June 7, 2012 at 11:59 PM I don't know people, perhaps there is something in the original poster's first paragraph that leads you both to believe the organization cares......if you see it, enlighten me.Also, the original poster never asked a question about Robert's Rules. Link to comment Share on other sites More sharing options...
Trina Posted June 8, 2012 at 10:18 AM Report Share Posted June 8, 2012 at 10:18 AM I don't know people, perhaps there is something in the original poster's first paragraph that leads you both to believe the organization cares......if you see it, enlighten me.Also, the original poster never asked a question about Robert's Rules.Well, what is an organization (which may or may not care about the original poster's predicament)? Certainly the organization is not the board, and the board is not the organization. What does it mean to ask if an organization cares about something? Around here, presumably this is a question as to whether a deliberative assembly within the organization cares enough about something to take action.We have been told that it was former practice for the organization's minutes and current bylaws to be posted on a website, but that this practice has been ended. Perhaps the original poster should look into what led to these changes -- was the former practice the result of an adopted motion? Was the motion rescinded? Or were either or both decisions made by someone (the secretary, perhaps, or the board) on an informal basis? The original post refers to 'corporation' and 'shareholders' with quotation marks, which makes me think this is probably not a typical stock corporation (in terms of the relative power of the board as set out in governing documents); however, we don't really know much at all about the nature of the organization. Nor do we know whether the original poster is unique in being far away from the so-called 'common area' where bylaws, etc. are on display, or whether many other members are in the same boat.One other point which I missed when posting yesterday -- since the meeting for which minutes are sought is the June meeting, presumably the minutes in question are draft minutes. In that case, the citation in my earlier post (pp. 459-460) doesn't apply -- those rules about the right to inspect records apply to the approved minutes.Perhaps Guest_Jan Porri will return to supply a bit more information. Link to comment Share on other sites More sharing options...
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