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Secretary's records being released


Guest Michelle

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I am a Secretary of a non-profit organization and have a board member that would like to Take all the secretary's records home for a period of 2 weeks.  I have stated that I could be available for them to go over the records but they want to take them home.

The board entertained a vote do they need a 2/3 vote in order for it to happen. Our bylaws do not say anything about it.

 

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Of course the board member doesn't have any right to take teh records just because he wants them ... but I also am pretty sure that the secretary does not have the authority, on her own, to give those records to someone else, because she is charged with keeping them in her custody.

 

And since that custody is an ongoing event, outside of meetings, I suspect that the custody rule cannot be suspended (or violated or abrogated), by a 2/3 vote or by anything else.

 

(I'm not betting the rent money on any of this, even the first statement.) 

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The board entertained a vote do they need a 2/3 vote in order for it to happen. Our bylaws do not say anything about it.

 

Let's assume that the records belong to the organization and that the secretary is just the custodian. So I'd say it's up to the (general membership of) the organization to release the records. Not the board. And not the secretary.

 

And I can't see any reason why anyone should get to take the records home for two weeks.

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Assuming the board has the authority required, I don't believe it would be proper to authorize an action that would leave the secretary without the records for any length of time because the safekeeping of the official records is one of the responsibilities of the secretary. But if they were to vote to allow a copy of the records to be made available to the person, I don't see any reason why a majority would not be sufficient, since there is no rule prohibiting that action.

 

That being said, since members have a right to examine the records, the only reason I see to say that the secretary shouldn't be able to provide a copy without approval is that it costs money to make copies. If they are in electronic form, the cost might not matter. It might be necessary to remind the member that they can't show the records to non-members without permission, but I see no problem with making a copy for members.

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I am a member of this board also and the board approved by majority vote for ALL the clubs original records to be released for a 2 week period to the member, against the better judgement of some of us. So is there a way for this motion and vote to be to be appealed? Sorry if I need to start a new thread on this I will just let me know.

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I first would strongly question whether the Board has the authority to permit the release of Club records in the first place.  It would be one thing if we were talking about just the records regarding the Board but all of the Club's records are being released.  Chances are good that unless the bylaws give the Board some incredible powers the request would have had to be made at a meeting of the General Membership and it would be up to the GM (not the Board) to decide whether to grant the request).  If I were the Secretary I would seriously consider not releasing the records until I (and a few others on both sides of the question) were to look over the bylaws and applicable rules  to determine if the Board has the authority to order their release. 

 

If the Secretary were to release the records without the proper authorization he or she and the rest of the Board could get in some real trouble if the General Membership took issue with it (and may The Force help you all if the records came back incomplete or didn't come back at all).

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Keep this in mind--RONR (11th ed.), p. 460, ll. 13-17: "Any member has a right to examine these reports and the record book(s) referred to on page 459, lines 13-16, including the minutes of an executive session, at a reasonable time and place, but this privilege must not be abused to the annoyance of the secretary."  If the records are all in Word or in some other word processing software, I'd suggest posting them to the Cloud, e.g. at Dropbox or in the file section of a Yahoo group.

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If the Secretary were to release the records without the proper authorization he or she and the rest of the Board could get in some real trouble if the General Membership took issue with it (and may The Force help you all if the records came back incomplete or didn't come back at all).

 

Keep this in mind--RONR (11th ed.), p. 460, ll. 13-17: "Any member has a right to examine these reports and the record book(s) referred to on page 459, lines 13-16, including the minutes of an executive session, at a reasonable time and place, but this privilege must not be abused to the annoyance of the secretary."

 

Giving a member assess to the records is technically not a "release" since it is staying within the organization. I've seen some people make a big issue of the "right to examine" versus being allowed to have a copy. Personally, I don't see what the big deal is. Granted, some organizations have their records as physical documents and it is difficult and costly to make copies, but if it is just a question of whether a member can have a personal copy or not, it is splitting hairs to say they can't.

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I agree that letting the member take possession of the original records is an issue. But I don't see why the secretary can't just make a copy and let the member have it.

Because Tina (who is apparently on the same Board as the OP) said the motion specified the Club's "original records" so giving copies wouldn't suffice.  However, even if we were talking about giving the member copies of the records I would still say the Secretary should verify the Board has the authority to give the member the copies of the records.

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Because Tina (who is apparently on the same Board as the OP) said the motion specified the Club's "original records" so giving copies wouldn't suffice.  However, even if we were talking about giving the member copies of the records I would still say the Secretary should verify the Board has the authority to give the member the copies of the records.

 

I would say rather that unless the bylaws state otherwise, the board has no authority to prevent the secretary from giving a member a copy of the minutes, since members have a right to examine the minutes, if providing a copy is the mean by which the secretary provides for that right. But the question is whether the board or anyone else can require the secretary to turn over the official records to someone else. Certainly, the secretary may decide to turn them over to someone (such as the assistant secretary) if it is necessary in the performance of the their duties. But can someone force the secretary to turn them over? Suppose there is more than one copy of the records. Which one is the official copy? If one is turned over to someone else, it may be considered official because it came from the secretary, but only the one in the possession of the secretary really matters. As for the "original records," if they were stored on a computer, the originals probably don't exist, and even if they do, you cannot give them to someone else because they exist only in the memory of the computer. Whatever words are used, I think the intent is that the member have access to the words and images contained in the records, not necessarily the original records.

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I hope this will clarify what was motioned and passed by majority vote, "All club records to be turned over to member (name withheld)  for a period of 2 weeks for him to review and then return" 

 

All club records are kept in hard copy in a file box and includes all documentation received or originated by the club. Since the motion states "all" and the fact it states for 2 weeks and then returned I believe this means the actual records and know that is what the member is expecting to receive since it was stated they would sign the records out and then sign them back over when returned.  I think I understand what RONR states on pages 459-460 as far as what a member has a right to review which includes reports, bylaws, special rules of order, standing rules, and minutes, however the motion clearly states all records and I do not believe that is the intent in RONR.  Some of the board members stated that RONR does not say a member can not take all the records to examine and our bylaws do not address this issue so according to our bylaws we are to follow what RONR states should be done. I believe that RONR is clear on exactly what reports and records a member has a right to examine and I do not think that includes every piece of paper kept in the files and certainly not the originals. Am I misunderstanding what is written in RONR? 

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RONR describes the secretary as the "custodian of the records." So, short of a bylaw that says the board, or the general membership may instruct the secretary to turn over the records to someone else, I do not believe any such motion is proper. As the custodian of the records, the secretary should refuse to comply on the grounds that they lack the authority.

 

However, it would be wise for the secretary to make copies of the records and store the copies in a separate building. If in the process of making copies the secretary can make a copy available to the person who desires to look at the records and that satisfies that person, then it makes life simpler.

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RONR describes the secretary as the "custodian of the records." So, short of a bylaw that says the board, or the general membership may instruct the secretary to turn over the records to someone else, I do not believe any such motion is proper. As the custodian of the records, the secretary should refuse to comply on the grounds that they lack the authority.

 

However, it would be wise for the secretary to make copies of the records and store the copies in a separate building. If in the process of making copies the secretary can make a copy available to the person who desires to look at the records and that satisfies that person, then it makes life simpler.

 

 

I do know the secretary is in the process of copying everything but she is receiving a considerable amount of grief about this and has been told the motion was not for copies but the originals and that the club should not have to pay for copies. Our bylaws do not address members reviewing the records or what to do in the case of a motion made incorrectly so could you point me to where in RONR I could find something to help us if this motion was not proper? Thank you.

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I do know the secretary is in the process of copying everything but she is receiving a considerable amount of grief about this . . . 

 

As Mr. Novosielski suggested, the secretary should refuse to hand over the originals and, in my opinion, she should also refuse to make copies. Let the board stew in its own juices until the general membership can meet and give them what for.

 

The secretary should tell the board she was elected by the general membership (let's hope she was) and that she'll answer to them, not the board.

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Since  our former and current Secretary's feel the need to discuss so much of our clubs business here I figure I might as well chime in as I feel the continued discussion is going well beyond simply gathering information.

I am a founding member of this club, past President, past Treasurer, and past director.  There are some on our board that have been there for 8-10 + years.  It was this group that was against releasing the clubs records.  These few have run this club for years unquestioned.  Now that there are Board members that do question and attempt to make sure things are run correctly they are not liking it. There are several events that spurred the request for the records by a current new Board member who is also a founding member of this club.

There is a history with the Board of carrying out business without regard for RONR or our by-laws where they apply.  

Formal reprimands have been handed out without going through the disciplinary procedure set out in our by-laws (they vary greatly from RONR).

Past practice is frequently stated as a reason for something, but no documentation is ever provided to back up the claims.  The Board members are simply told that further details cannot be released to them. And there are no special club rules to support these past actions either.  It's simply played off as "well it may be wrong, but that's how we've always done it."

Recently our Secretary has stated that documents have gone missing.  We don't know under which Secretary's watch it occurred.

Minutes are kept recording unproved slanderous statements made about members.  Requests have been made to have these statements removed, but the request has been denied.

These are a few of the reasons the Board member wants to thoroughly examine our clubs records.  

Lastly, our Secretary was voted into her Office by the Board, not the membership.
 

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Dorene, I don't think anyone here would have a problem with any member examining the records, even the originals, as long as the secretary is in control of the records. The board could even make a big party of it and read the records together, if that is what they want to do. But the secretary has a responsibility (no matter who elected her) for the safekeeping of the records and cannot fulfill the duties of the position if someone can require the secretary to surrender custody of the records.

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I have not denied access to the records the problem I have is the release of all the records for a period of two weeks. The minutes as of late have only had motions or what was done entered. are other minutes incorrectly taken in the 10 years of our existence could be. Have we corrected some. Yes. All of the regular membership meetings and regular board meetings are posted on our clubs website on a members only page since 2010. Some of the records have gone missing because a previous secretary left and did not return club records. I could go on and on but as the now secretary I had a question concerning the release of the records. The motion is this to turn all club records over to said board member for a period of 2 weeks.

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