Access to Minutes

[Guest Bruce Cowen]

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

[Chris Harrison]

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.

[Guest Bruce Cowen]

Please clarify the difference between minutes of the society and meetings of members minutes, meetings of the board of directors minutes and committee meeting minutes. Thanks, Bruce

[Matt Schafer]

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.

[Guest Bruce Cowen]

Thanks for the clear definition. Bruce

[Guest Edgar]

Please confirm who has access to these minutes and who does not.

Note, too, that the general membership could order that the minutes of a board meeting be read at a meeting of the general membership.

[Gary Novosielski]

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?

[Guest Edgar]

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

I didn't see "combined" meetings mentioned anywhere. What did I miss?

[Guest Bruce Cowen]

There is no mention of "combined" meetings in our by-laws. Where in RONR (10th ed.) does it say that the general membership could order that the minutes of a board meeting be read at a meeting of the general membership? Thanks, Bruce

[Guest Edgar]

Where in RONR (10th ed.) does it say that the general membership could order that the minutes of a board meeting be read at a meeting of the general membership?

Look in the index under "Minutes, of a board or committee".

[jstackpo]

Look in the index under "Minutes, of a board or committee".

Which isn't there in the 11th. (It was in the 10th ed.)

So go to p. 487 straightaway.

[Guest Edgar]

Which isn't there in the 11th. (It was in the 10th ed.) So go to p. 487 straightaway.

Well, a reference to the 10th was what was requested.

[jstackpo]

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.

[Guest Bruce Cowen]

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

[jstackpo]

A member alone cannot have access to Board minutes, but if he gets enough friends behind him, at a meeting, they can require the board minutes to be read to all there at the meeting. p. 487, as noted previously.

[JohnR]

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

RONR (11th ed.), p.487, ll.13-20

Your board is free to grant access to its minutes if it wishes.

[Guest Bruce Cowen]

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.

[JohnR]

If this matter is governed by law, then it's out of the scope of this message board. Good luck with your investigations.