Access to past executive session materials

[cpnet]

I recently became a Director and subsequently President/Chair of an organization that has been dealing with "some turmoil". Prior to my joining the Board and Executive, a significant amount of business related to the turmoil was conducted in executive sessions. Most of the Executive Directors during the initial phases of the turmoil have resigned.

Now that I'm a Director and President, what right do I have to minutes, agendas, and other materials related to executive sessions conducted before I was a Director? Assuming I have a right to this material, is it an absolute right, or can a majority vote of the current Board determine whether or not I have access?

During some of the prior executive sessions (or as a result of motions passed at these sessions), a subset of Directors (all resigned now) had conversations and information exchanges with a lawyer that was supposedly representing our organization (as opposed to particular Directors). As current President, do I have a right to any information exchanged with the lawyer? If I do, does this right depend on an agreement of the majority of the current Board?

A further wrinkle is that some of these meetings were executive meetings held in camera (as opposed to general Board meetings held in camera). If my access to this past info is dependent on consent of others, who has to consent? For example, if a past executive meeting (i.e not the whole Board) was held in camera, would only the current executive need to approve my access, or would a majority of the whole board have to approve this access?

I haven't yet asked for this info, but if/when I do ask I want to know what my rights are if I run into resistance.

Thanks!

[Chris Harrison]

You would have the right to inspect any records in the custody of the Secretary of any body for which you are a member (RONR pp. 458-459 and p. 460 ll. 6-20) though there is no right under RONR to obtain copies of those records. As for the records in the custody of any other officer I don't believe you would have an absolute right to examine them (but stay tuned for other thoughts).

[Guest Guest]

Now that I'm a Director and President, what right do I have to minutes, agendas, and other materials related to executive sessions conducted before I was a Director?

With regard to access to documents, the president has the same rights as any member; no more, no less. RONR doesn't speak to your rights as a "Director".

[JohnR]

I haven't yet asked for this info, but if/when I do ask I want to know what my rights are if I run into resistance.

There is only one class of "member" under RONR. You have the same right as any other member of the board or executive committee to examine the records of those bodies. You are not restricted from viewing them just because you weren't a member at the time they were created.

[Rev Ed]

You would have the right to inspect any records in the custody of the Secretary of any body for which you are a member (RONR pp. 458-459 and p. 460 ll. 6-20) though there is no right under RONR to obtain copies of those records. As for the records in the custody of any other officer I don't believe you would have an absolute right to examine them (but stay tuned for other thoughts).

As President, would cpnet not have the right to inspect the records relating to the office of President as he/she is now President.

[JohnR]

As President, would cpnet not have the right to inspect the records relating to the office of President as he/she is now President.

That would appear to be an administrative issue rather than a procedural question.

[Josh Martin]

As President, would cpnet not have the right to inspect the records relating to the office of President as he/she is now President.

I think that's exactly right, Rev Ed, but I don't think RONR provides an answer as to whether the legal records relate to the office of President. The society's rules or applicable law might contain that answer, or it may be a question the board will need to decide.

[cpnet]

Ok, that's all very helpful. I have a suspicion that there will be no records of communications with the lawyer in the possession of our organization. But at least knowing I can see past minutes and agendas is good.