Necessity of minutes at Board retreat

[corporateeric]

Our board is having a retreat, where we are orienting new members, discussing plans and priorities for the coming year, touring the facility, etc. There are no action items, and there will be no votes taken--it's purely informational. Are we required to take official minutes?

[David A Foulkes]

Our board is having a retreat, where we are orienting new members, discussing plans and priorities for the coming year, touring the facility, etc. There are no action items, and there will be no votes taken--it's purely informational. Are we required to take official minutes?

Minutes are taken at a meeting of the assembly. Is the Board "meeting", or just "retreating"?

[corporateeric]

David,

I suppose that's the crux of the matter, defining what exactly constitutes a "meeting" vs. a "retreat." There won't be any votes--it's purely education and discussion of the upcoming year. I anticipate us getting into some meaty stuff, although, again, no action. I appreciate any insight!

Eric

[Guest Edgar]

Assuming this wasn't a regular (e.g. weekly or monthly) meeting of the board, it would have to be a special meeting. What do the bylaws say about calling special meetings (e.g. who can call them, how much notice is required, etc.)?. If this retreat was neither a regular nor a special meeting then the odds are it wasn't a meeting at all. But did it look like a meeting? Was it called to order? Was it determined that a quorum was (or wasn't) present? Was it adjourned? It can look like a meeting without actually being a meeting and, perhaps less likely, it could actually be a meeting without looking much like one.

[Guest Edgar]

Assuming this retreat isn't a meeting of the board, you should do everything you can to avoid the appearance of a meeting. So, firstly, don't ever use "the M-word". Don't even say that the board met over the weekend. Assuming this isn't a meeting then the board, as a board, can't to anything. In a sense, the board (as a board) won't even be there, just a lot of board members. Maybe even all of the board members. But not the board.

[corporateeric]

Thanks. I think we'll err on the side of transparency and take minutes.

[jstackpo]

What are you planning to put in those transparent minutes?

[Guest Edgar]

I think we'll err on the side of transparency and take minutes.

Well, you'll most probably be erring.

And just when will this "meeting" begin? The minute (no pun intended) everyone steps off the bus? And when will it end? And you'll be taking minutes throughout the entire retreat?

[David A Foulkes]

Thanks. I think we'll err on the side of transparency and take minutes.

Either it's a meeting or it isn't. If it is, take minutes (assuming you're the Secretary). If it isn't, take notes all you want. But if you still don't know if it's a meeting, perhaps no one does. And that's a recipe for trouble. How about asking the President just what is going on?

[Guest Party Pooper]

I've seen "board retreats" that excluded members and public (in this case this public board exists per law) and "minutes" were kept--which suggested a "meeting" took place--thus evidence of the law being violated.

In this "board retreat" with "minutes" there were no "actions" taken...by any members...but the "advisors" to the Board -- in this case the very employees of the administration the Board was charged with advising -- made "suggestions" which were a part of the minutes and the Board subsequently (from that day forward) abided by those "suggestions".

What really happened here?

Well, the Board was managed by the employees meant to be advised by the Board--they pulled a fast one. Certain Board members felt important by the effective schmoozing of the higher level employees.

More importantly, first, the Board members allowed themselves to be denied the right to make motions, debate, and vote; and, second, the public was excluded (which violated law).

The "suggestions" were in fact "actions" and the fact that actions were taken not only violated RONR (which is the parliamentary authority per the bylaws), but the bylaws were violated, and the law was violated.

Curiously, one of the "suggestions" was a complete re-write of the bylaws, by the employees -- not the Board -- which resulted in fundamental rights per parliamentary law being violated, and more . . . ensured the President would not be replace for another year, pre-designated the next President, and eliminated the next election altogether. Of course, ensuring two incompetent Presidents for the next several years ensures the agency intended to by advised and supervised would continue to manage the Board and ensure it's ineffectiveness.

Bad scenario because the Board is rendered useless...and they allowed it.

Corporateeric, play along for a moment: suppose that you were fond of the idea that the agency managed the Board (which really means the agency does not effectively have to be accountable to the Board), pay attention to what happened next:

One savvy Board member, who was appalled and ticked at the agency and the ineffective President and ignorant Board members who allowed this, filed a complaint with the state ethics commission and the pertinent federal agency. The agency and Board members who went along with this -- per the "minutes" of the "retreat" -- are now subject to substantial fines and the agency may be decommissioned as a result.

The moral of the story...it may not be worth it to take "minutes" at your board retreat--it implies the Board is in session.

[Guest Jim]

I will be happy to post this as a new question, however believe the clarification below falls entirely inside the question asked.

Is it fair to say that while RONR governs the requirements for meetings to be properly conducted, RONR has nothing to say of whether or not it is acceptable for individual members to gather outside the context of a properly called meeting?

Or would RONR assert that there be a fundamental problem with a member of the board, or any person among the society's management (say, the CEO), to propose the gathering of some or all board members outside of the context of a properly-called meeting, one which would satisfy the serial requirements of notice, and quorum, and a call to order wherein members of the board can be properly put in authority to direct their own business, without which there can be a risk that management designs activities, and selects speakers and makes informal proposals which the board had not identified that it needed or wanted?

[Guest Edgar]

Is it fair to say that while RONR governs the requirements for meetings to be properly conducted, RONR has nothing to say of whether or not it is acceptable for individual members to gather outside the context of a properly called meeting?

Yes, that's fair to say. Though such gatherings may be governed by so-called "Sunshine" or "Open Meetings" laws whereby even a casual get-together of a quorum's-worth of members is restricted.

Or would RONR assert that there be a fundamental problem with a member of the board, or any person among the society's management (say, the CEO), to propose the gathering of some or all board members outside of the context of a properly-called meeting, one which would satisfy the serial requirements of notice, and quorum, and a call to order wherein members of the board can be properly put in authority to direct their own business, without which there can be a risk that management designs activities, and selects speakers and makes informal proposals which the board had not identified that it needed or wanted?

All meetings must either be regular (i.e. weekly or monthly, usually defined in the bylaws), or special (in which case the bylaws will not only authorize them but will also stipulate who can call them and how they are to be called). Any other gathering is not a meeting. But, frankly, I'm not sure what you're asking here.

[Guest Jim]

I offered "Or would RONR" only by way of alternative, as to whether RONR truly went to far as to constrain the activities of individuals outside of properly called meetings.

I understand that RONR does offer that, within meetings, it is dilatory to call informally for "shows of hands" because such action neither approves nor defeats the question under consideration. This principle could be extended among those who may be interested to "pre-deliberate" outside of meetings, to which some might object not only because the matter cannot there be resolved, but contending also some basis of having denied other members of the society (or other members of the board) access to that deliberation.

Such objection would however IMO take the point too far, not only impractically but also to the point of coming into conflict with rights of free association.

I think the most that one can say is that those who would free-associate outside of official meetings, particularly any who hold fiduciaries as directors, need to avoid to pre-determine any decision. It is incumbent on members to make every decision of the society based on the information, and deliberations, that are available and need to be engaged at the time when each decision is actually being made.

[David A Foulkes]

Or would RONR assert that there be a fundamental problem with a member of the board, or any person among the society's management (say, the CEO), to propose the gathering of some or all board members outside of the context of a properly-called meeting, one which would satisfy the serial requirements of notice, and quorum, and a call to order wherein members of the board can be properly put in authority to direct their own business, without which there can be a risk that management designs activities, and selects speakers and makes informal proposals which the board had not identified that it needed or wanted?

That is one long sentence. What I get from it is you are asking if some or all board members could gather not as a meeting, and yet hold a meeting, "wherein members of the board can be properly put in authority to direct their own business", and does RONR have a problem with this. And the answer, if that is your question, is yes. (see RONR 11th Ed., p. 486 l.33ff)

If that isn't your question, then maybe you could try again.

To summarize Edgar's post, either it's a meeting or it isn't a meeting. If it isn't a meeting, no business (i.e motions and votes and decisions to take actions) can be conducted. The cautionary note is whether the Board (or society) is subject to open meeting laws. If not, any "non-meeting" gathering of whomever is not a meeting.

[Guest Jim]

Coming back to the original question, it may help to draw a contrast between any social objectives, and "business" objectives.

Supposing it had been resolved "to have a picnic" then a committee might have been struck to organize the picnic, but the picnic itself would not come to order nor would any minutes there be taken.

The intention, however, does appear to include business purposes. One might wonder how it was decided, and by whom, what would go into the orientation of new members, and how any discussion of plans and priorities might be pursued and ideas captured.

Committee of the whole is one means through which members of a society can consider ideas informally without taking any action beyond reporting to itself. I therefore wonder whether your board might consider to schedule a meeting for the end of the day of the retreat when it might, in such a committee of the whole, pull together anything of informational value which could serve as a report by which to inform the next regular meeting of the board.

[Guest Edgar]

It is incumbent on members to make every decision of the society based on the information, and deliberations, that are available and need to be engaged at the time when each decision is actually being made.

Well, I don't think this view is supported by RONR. In fact, I would think most information is gathered and shared before a meeting begins (perhaps casually or perhaps in committee) and the meeting merely formalizes, in the name of the assembly, what a majority of the members have already decided. I think it's naive to think that everyone enters the meeting as a blank slate. Though, again, perhaps this is not what you're suggesting.

[Guest Jim]

My apologies for the ambiguous "to propose the gathering of some or all board members outside of the context of a properly-called meeting, one which would".

I had intended there a contrast, between

outside of the context of a properly-called meeting

and

a properly-called meeting, which [had one been called] would satisfy the serial requirements of notice, and quorum, and a call to order

[Guest Jim]

... In fact, I would think most information is gathered and shared before a meeting begins (perhaps casually or perhaps in committee) and the meeting merely formalizes, in the name of the assembly, what a majority of the members have already decided. I think it's naive to think that everyone enters the meeting as a blank slate. Though, again, perhaps this is not what you're suggesting.

No, I am just saying that in order to be acting in the best interests of one's society, a member cannot assume that any information they had received – or deliberation in which they had engaged – in advance of the meeting will have been complete. I am suggesting that they must remain open to consider any additional information, and/or reasonable arguments, brought up at the actual meeting that should cause them to reconsider any position they may have adopted in advance of the meeting.

[Gary Novosielski]

The moral of the story...it may not be worth it to take "minutes" at your board retreat--it implies the Board is in session.

Ethics commissions have also held that meetings existed even where no minutes were kept, and considered the lack of minutes to be evidence that the board was engaged in a cover-up.

So, an additional moral might be not to take legal advice from people on Internet forums, and instead consult an actual lawyer.

[Josh Martin]

Ethics commissions have also held that meetings existed even where no minutes were kept, and considered the lack of minutes to be evidence that the board was engaged in a cover-up.

So, an additional moral might be not to take legal advice from people on Internet forums, and instead consult an actual lawyer.

From a parliamentary perspective, I hope we can all agree that if the board is holding a properly called meeting, the board should take minutes. If not, the board shouldn't take minutes, but nothing would prohibit them from taking notes about the retreat.

If the question is instead about how the board should handle this to remain compliant with their state's "open meeting law" or "sunshine law," then the board should certainly consult a lawyer. Of course, there's nothing from the original poster that suggests that this is a public board, so maybe that won't be an issue.

[Guest Dale]

It reads to me as if the question should be amended to ask What constitutes a meeting? and Is a board retreat of all the members a meeting?

If those were the questions, I would start looking at any rules, bylaws, or laws, that addressed the majority of members from gathering to address Board business without a proper meeting being called. Sometimes, this type of gathering is prohibited unless it is a properly called meeting.

[Guest Edgar]

It reads to me as if the question should be amended to ask What constitutes a meeting? and Is a board retreat of all the members a meeting?

Yes, and those questions were asked more than a week ago.

Is the Board "meeting", or just "retreating"?

I suppose that's the crux of the matter, defining what exactly constitutes a "meeting" vs. a "retreat."

[Sean Hunt]

If it gets called to order as a meeting with due notice (if not everyone is present) having been provided, it's a meeting. Otherwise, it is just a lot of board members in the same place at the same time.

[Guest Dale]

It reads to me as if the question should be amended to ask What constitutes a meeting? and Is a board retreat of all the members a meeting?

Yes, and those questions were asked more than a week ago.

Yes, the questions you quoted were asked more than a week ago, but not necessarily answered. Both the OP and a responder asked a similar question; neither answered.

My questions are similar, but the latter is meant to hone in on the point, does a gathering of the majority of members constitute a meeting?

Suppose all the members gathered at McDonald's for lunch--and did not intend to discuss and did not discuss any business--do there bylaws or some other applicable authority see this as a meeting, by virtue of the fact that a majority was present?

[Guest Dale]

If it gets called to order as a meeting with due notice (if not everyone is present) having been provided, it's a meeting. Otherwise, it is just a lot of board members in the same place at the same time.

Some boards are prohibited from having "a lot of board members in the same place at the same time"...unless it's a meeting.