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Access to Minutes


Guest Bruce Cowen

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Our organization has three kinds of minutes: meetings of members minutes, meetings of the board of directors minutes and committee meeting minutes. Please confirm who has access to these minutes and who does not. Also please provide reference(s) in RONR (10th ed.). Thanks, Bruce

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Any member has a right to examine the minutes of the society at a reasonable time and place, but this privilege must not be abused to the annoyance of the secretary. The same principle applies to the minutes of boards and committees, their records being accessible to members of the boards or committees but to no others.

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Minutes can be examined by the members of the body whose meetings the minutes document, whether that is a meeting of the members (society), the board or a committee. In other words, if you're not a member of the board or a particular committee, then RONR does not give you a right to examine the minutes for the board or that particular committee.

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Our organization has three kinds of minutes: meetings of members minutes, meetings of the board of directors minutes and committee meeting minutes. Please confirm who has access to these minutes and who does not. Also please provide reference(s) in RONR (10th ed.). Thanks, Bruce

Bear in mind that in RONR there is no such thing as a "combined" meeting. Does such a thing exist in your bylaws?

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Indeed. But it is time for Bruce to make a trip to the bookstore.

And when he does he will see that the notion of "minutes" of a committee has been considerably downplayed in the 11th ed.. A committee's report serves as its "minutes" (unless it is come sort of big committee that is more like an assembly anyway). p. 500 & 501. The reference to p. 460 is misleading as there is no mention of committee minutes on that latter page.

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Actually, I already do have a copy of RONR 11th ed. They don't have the CD yet for it. I like to work from it because it is easier to share text. If the 11th is better, lets go there. I have a fellow director who feels that members should have access to board minutes for the sack of accountability. I'd like to have a very clear definitive reference. Thanks, Bruce

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We are incorporated under the Canada Not-for-profit Corporations Act. So far, I have found that members only have access to board minutes if a director has declared a conflict of interest (which the Act requires him to do). In corporate law, if there is no provision, then you can't do it. In other words, since the Act gives no other provision for members to have access to board minutes, then the members do not have any other access. My understanding is that the Act overrules any conflicting provisions found in Robert's Rules of Order. I'll be calling Corporations Canada this week for more clarification. I'll keep you posted.

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