Can assembly direct board to let member inspect board minutes?

[Richard Brown]

Can the assembly order or direct the Board of Directors (or the secretary) to allow someone who is a member of the assembly, but not the board, to inspect the minutes of a board meeting (or multiple board meetings)?

 

On page 487 at lines 13 - 20, RONR says the following about the minutes of the board:

 

"A record of the board's proceedings should be kept by the secretary, just as in any other assembly; these minutes are accessible only to the members of the board unless the board grants permission to a member of the society to inspect them, or unless the society by a two-thirds vote (or the vote of a majority of the total membership, or a majority vote if previous notice is given) orders the board's minutes to be produced and read to the society's assembly."

 

At page 459, lines 4 - 5 re duties of the Secretary:    "To make the minutes and records available to members upon request (see p. 460, ll. 13–17)".

 

And finally at page 460, lines 13 - 20 re the Secretary which provide as follows:

"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. The same principle applies to records kept by boards and committees, these being accessible to members of the boards or committees but to no others (but see p. 487, ll. 13–20)".

 

It is clear that the board may allow a non-member to review the board minutes and it is clear that the Society can order the board's minutes be produced and read to the society's assembly, but RONR is silent as to whether the assembly (or the society) can order the board to allow such a non-board member to inspect or review the minutes without having them read to the entire assembly.

 

Even though it is not specifically addressed by RONR, I see no reason why the assembly can't do that.

 

So, my questions are as follows:

 

1.  Can the society's assembly order the board (or the Secretary) to allow someone who is a member of the society but not a member of the board to inspect or review the board's minutes rather than having them read to the entire assembly?

 

2.  If so, what would the vote requirement be?

 

3.  Could the assembly adopt a special rule of order or standing rule that all members have the right to review and inspect the board's minutes unless they are of an executive session?  If so, would it require any vote requirement other than that normally required to adopt a special rule of order or standing rule?

[Edgar Guest]

Even though it is not specifically addressed by RONR, I see no reason why the assembly can't do that.

 

Nor do I.

 

I think the basic rule is that the general membership (what you loosely refer to as "the assembly") can do whatever it wants to do.

[Josh Martin]

1.  Can the society's assembly order the board (or the Secretary) to allow someone who is a member of the society but not a member of the board to inspect or review the board's minutes rather than having them read to the entire assembly?

 

Yes.

 

2.  If so, what would the vote requirement be?

 

It would seem to me that it would have the same requirements as for ordering the board's minutes to be read at a meeting of the membership.

 

3.  Could the assembly adopt a special rule of order or standing rule that all members have the right to review and inspect the board's minutes unless they are of an executive session?  If so, would it require any vote requirement other than that normally required to adopt a special rule of order or standing rule?

 

Yes, the assembly could adopt a special rule of order providing that "members have the right to review and inspect the board's minutes unless they are of an executive session." The vote requirement would be the same as usual for adopting a special rule of order.

[Sean Hunt]

Yes, the assembly could adopt a special rule of order providing that "members have the right to review and inspect the board's minutes unless they are of an executive session." The vote requirement would be the same as usual for adopting a special rule of order.

 

I have two questions about this. First, why would it be a special rule of order? It seems to me that it would be properly in the nature of a standing rule (though, granted, it leads to interesting questions about the vote requirement).

 

Second, is there any reason (other than purely political or practical) that the executive session minutes would necessarily be spared? I can't think of any myself.

[Dan Honemann]

To the best of my knowledge, the paragraph in the middle of page 487 of the 11th edition first appeared in the 7th (at the top of p. 405), and apparently its inclusion in that edition was prompted by what General Robert said in response to questions 138 and 260 in PL. Unfortunately, it seems that no one asked him the questions now being asked here. If I had to guess, I'd guess that, if he had been asked, General Robert would probably have answered the first two questions in post #1 in the same way that Josh Martin has answered them in post #3.

 

However, since RONR itself now says what it says in this paragraph on page 487, to what extent should our interpretation of this paragraph be influenced by principle of interpretation No. 4 (p. 589, l. 33 to p. 590, l. 8; which, we are told, has "equal application to other rules and documents adopted by an organization ...")? Not by much, I gather, based upon what has been posted so far. 

[Gary Novosielski]

And the answer might  be further complicated if the minutes were protected by the confidentiality of executive session.  

[Richard Brown]

And the answer might  be further complicated if the minutes were protected by the confidentiality of executive session.  

 

That's why I left out minutes of an executive session from my query.  I didn't want to complicate the question with that additional issue.  I want the question limited to the minutes of an ordinary meeting of the Board of Directors.

[Dan Honemann]

And the answer might  be further complicated if the minutes were protected by the confidentiality of executive session.  

 

I'm not so sure this matters much, since I believe that the rules relating to disclosure of what may or may not have occurred in executive session impose restrictions only upon voluntary disclosures by those who were in attendance.

[Sean Hunt]

I'm not so sure this matters much, since I believe that the rules relating to disclosure of what may or may not have occurred in executive session impose restrictions only upon voluntary disclosures by those who were in attendance.

 

I agree. The board has the authority to reveal to anyone it sees fit the proceedings in an executive session, and the full assembly has authority over the board, so it would not make sense that the full assembly couldn't order the information disclosed.

[Richard Brown]

Thank you all for your responses.  This question came about as a result of the study session in our last local NAP unit meeting in which we were going over some of the questions on the NAP registration exam.  I agreed to ask the question here.

 

It stems directly from Question no 90 in part IV, which reads as follows:

 

"Minutes of an executive board:

A. are accessible only to members of the board with no exceptions.
B. are accessible to any member of the society on demand.
C. are read to members of the society's assembly if ordered by a two-thirds vote.
D. are taken in memo form and not recorded."

 

The correct answer, according to the answer sheet, is "C".  However I opined that I think the society's assembly could also simply direct that a member (who isn't a member of the board) be given access to the minutes to review in private.  This generated some discussion and resulted in the two of us with the most experience disagreeing on whether the assembly could do that or if it is limited to the option on page 487 of RONR to have the minutes read to the members of the society.  I saw no need to subject the entire assembly to the reading of minutes in which only one member has an interest.

 

Our disagreement seemed to hinge on how restrictive the language n RONR is.  I took (and generally take) the position that an assembly is pretty much free to do whatever it wants to do as long is such action isn't prohibited by some rule.  The other member gave it a more restrictive interpretation and was of the belief that you can't do it unless RONR says you can.  I don't know this for a fact, but he might have also been relying on the principles of interpretation that if one thing is permitted, other things of the same class are prohibited.

 

I had seen the two questions Mr. Honemann referred to in Parliamentary Law (questions 138 and 260) and it seemed perfectly logical that an assembly should be able to direct that the minutes of the Board be made available for inspection by a non-board member.  I also note that General Robert opined that the minutes should be made available (or read) by a majority vote if previous notice is given.  I don not see the majority vote with notice option in RONR.

[Dan Honemann]

Thank you all for your responses.  This question came about as a result of the study session in our last local NAP unit meeting in which we were going over some of the questions on the NAP registration exam.  I agreed to ask the question here.

 

It stems directly from Question no 90 in part IV, which reads as follows:

 

"Minutes of an executive board:

A. are accessible only to members of the board with no exceptions.

B. are accessible to any member of the society on demand.

C. are read to members of the society's assembly if ordered by a two-thirds vote.

D. are taken in memo form and not recorded."

 

The correct answer, according to the answer sheet, is "C".  However I opined that I think the society's assembly could also simply direct that a member (who isn't a member of the board) be given access to the minutes to review in private.  This generated some discussion and resulted in the two of us with the most experience disagreeing on whether the assembly could do that or if it is limited to the option on page 487 of RONR to have the minutes read to the members of the society.  I saw no need to subject the entire assembly to the reading of minutes in which only one member has an interest.

 

Our disagreement seemed to hinge on how restrictive the language n RONR is.  I took (and generally take) the position that an assembly is pretty much free to do whatever it wants to do as long is such action isn't prohibited by some rule.  The other member gave it a more restrictive interpretation and was of the belief that you can't do it unless RONR says you can.  I don't know this for a fact, but he might have also been relying on the principles of interpretation that if one thing is permitted, other things of the same class are prohibited.

 

I had seen the two questions Mr. Honemann referred to in Parliamentary Law (questions 138 and 260) and it seemed perfectly logical that an assembly should be able to direct that the minutes of the Board be made available for inspection by a non-board member.  I also note that General Robert opined that the minutes should be made available (or read) by a majority vote if previous notice is given.  I don not see the majority vote with notice option in RONR.

 

I'm afraid this explanation doesn't help.

[Josh Martin]

I have two questions about this. First, why would it be a special rule of order? It seems to me that it would be properly in the nature of a standing rule (though, granted, it leads to interesting questions about the vote requirement).

 

Rules of order "relate to the orderly transaction of business in meetings and to the duties of officers in that connection." (RONR, 11th ed., pg. 15) The rule in this situation is a duty of the Secretary in connection with the transaction of business in meetings. See this post by Mr. Balch for a more thorough explanation.

 

Second, is there any reason (other than purely political or practical) that the executive session minutes would necessarily be spared? I can't think of any myself.

 

No. My answer to question #3 would not have been any different if Mr. Brown had not included the words "unless they are of an executive session." Any reason to spare such minutes would be practical or political, not parliamentary.

 

To the best of my knowledge, the paragraph in the middle of page 487 of the 11th edition first appeared in the 7th (at the top of p. 405), and apparently its inclusion in that edition was prompted by what General Robert said in response to questions 138 and 260 in PL. Unfortunately, it seems that no one asked him the questions now being asked here. If I had to guess, I'd guess that, if he had been asked, General Robert would probably have answered the first two questions in post #1 in the same way that Josh Martin has answered them in post #3.

 

However, since RONR itself now says what it says in this paragraph on page 487, to what extent should our interpretation of this paragraph be influenced by principle of interpretation No. 4 (p. 589, l. 33 to p. 590, l. 8; which, we are told, has "equal application to other rules and documents adopted by an organization ...")? Not by much, I gather, based upon what has been posted so far. 

 

Yes, "not by much" sounds about right.

 

The explanation for POI #4 states that "There can be no valid reason for authorizing certain things to be done that can clearly be done without the authorization of the bylaws, unless the intent is to specify the things of the same class that may be done, all others being prohibited." I'm not certain that principle can be appropriately applied to RONR in this particular case. As you note, the language was apparently added as the result of a question which General Robert received. This suggests that it was not clear that this could be done, and therefore there was another valid reason to add the language to the text - to clarify that it could be done. It should not necessarily be read to mean that the assembly cannot do other things of the same class, such as requiring that a particular set of minutes be made available to all members of the society.

 

I also note that General Robert opined that the minutes should be made available (or read) by a majority vote if previous notice is given.  I don not see the majority vote with notice option in RONR.

 

You might need to take a look at the language you quoted again.

 

"A record of the board's proceedings should be kept by the secretary, just as in any other assembly; these minutes are accessible only to the members of the board unless the board grants permission to a member of the society to inspect them, or unless the society by a two-thirds vote (or the vote of a majority of the total membership, or a majority vote if previous notice is given) orders the board's minutes to be produced and read to the society's assembly."

[Richard Brown]

You might need to take a look at the language you quoted again.

"A record of the board's proceedings should be kept by the secretary, just as in any other assembly; these minutes are accessible only to the members of the board unless the board grants permission to a member of the society to inspect them, or unless the society by a two-thirds vote (or the vote of a majority of the total membership, or a majority vote if previous notice is given) orders the board's minutes to be produced and read to the society's assembly."

 

You are right.  Both RONR and General Robert, in Parliamentary Law, do say the same thing re a majority vote if previous notice is given.  They just say it in slightly different ways.  Thank you! 

 

 

 

 

[Dan Honemann]

The explanation for POI #4 states that "There can be no valid reason for authorizing certain things to be done that can clearly be done without the authorization of the bylaws, unless the intent is to specify the things of the same class that may be done, all others being prohibited." I'm not certain that principle can be appropriately applied to RONR in this particular case. As you note, the language was apparently added as the result of a question which General Robert received. This suggests that it was not clear that this could be done, and therefore there was another valid reason to add the language to the text - to clarify that it could be done. It should not necessarily be read to mean that the assembly cannot do other things of the same class, such as requiring that a particular set of minutes be made available to all members of the society.

 

 

Well, it would appear that the reason for inclusion in the 7th edition (top of p. 405) of the language authorizing a membership's assembly to order that its board's minutes be produced and read was because, without this additional language, it apparently could not  be done. Ever since the 4th edition (p. 245) it has been understood that the board's minutes are accessible only to members of the board. The language added to the 7th edition (and now on p. 487 of the 11th) creates a certain, specific exception to this general rule, which would seem to imply that the general membership's access to the board's minutes by any other means continues to be prohibited.

 

Or, if POI #4 ain't applicable, maybe POI #5 is. 

[Gary Novosielski]

Thank you all for your responses.  This question came about as a result of the study session in our last local NAP unit meeting in which we were going over some of the questions on the NAP registration exam.  I agreed to ask the question here.

 

It stems directly from Question no 90 in part IV, which reads as follows:

 

"Minutes of an executive board:

A. are accessible only to members of the board with no exceptions.

B. are accessible to any member of the society on demand.

C. are read to members of the society's assembly if ordered by a two-thirds vote.

D. are taken in memo form and not recorded."

 

The correct answer, according to the answer sheet, is "C".  However I opined that I think the society's assembly could also simply direct that a member (who isn't a member of the board) be given access to the minutes to review in private.  This generated some discussion and resulted in the two of us with the most experience disagreeing on whether the assembly could do that or if it is limited to the option on page 487 of RONR to have the minutes read to the members of the society.  I saw no need to subject the entire assembly to the reading of minutes in which only one member has an interest.

 

Our disagreement seemed to hinge on how restrictive the language n RONR is.  I took (and generally take) the position that an assembly is pretty much free to do whatever it wants to do as long is such action isn't prohibited by some rule.  The other member gave it a more restrictive interpretation and was of the belief that you can't do it unless RONR says you can.  I don't know this for a fact, but he might have also been relying on the principles of interpretation that if one thing is permitted, other things of the same class are prohibited.

 

I had seen the two questions Mr. Honemann referred to in Parliamentary Law (questions 138 and 260) and it seemed perfectly logical that an assembly should be able to direct that the minutes of the Board be made available for inspection by a non-board member.  I also note that General Robert opined that the minutes should be made available (or read) by a majority vote if previous notice is given.  I don not see the majority vote with notice option in RONR.

 

Even if it were true that the assembly can order that (presumably by a 2/3 vote), that isn't one of the answer choices.  Choice C is still only correct choice out of the four presented.  Even if the assembly could properly order that the minutes be made available to an individual, none of the three wrong answers would become true as a result, so the argument, even if successful, fails to change the answer.

[Richard Brown]

Even if it were true that the assembly can order that (presumably by a 2/3 vote), that isn't one of the answer choices.  Choice C is still only correct choice out of the four presented.  Even if the assembly could properly order that the minutes be made available to an individual, none of the three wrong answers would become true as a result, so the argument, even if successful, fails to change the answer.

 

I know that and certainly did not intend to say that answer C is incorrect.  It is clearly the most correct answer of the choices given.  There was never any dispute about that.

 

This issue arose because in our discussion of the question in our study session, I opined that I think the society can also simply direct the board or the secretary to allow a member to inspect the minutes.  Another member disagreed, taking the position that the society can only order that the minutes be read to the assembly and that the society cannot grant authorization for someone to inspect the minutes because that is not one of the options RONR offers.

[Dan Honemann]

I think that a reasonable argument can be made in support of either view. I can find no clear-cut answer in RONR.

[Kim Goldsworthy]

Another member disagreed, taking the position that the society can only order that the minutes be read to the assembly and that the society cannot grant authorization for someone to inspect the minutes because that is not one of the options RONR offers.

Ponder this hypothetical.

 

1.  Assembly suspects board mischief.

2.  Assembly wishes to inspect minutes of board.

3.  Assembly orders board minutes to be produced.

4.  Minutes are produced and the assembly indeed does verify serious mischief.

5. Assembly wishes the proper professional (e.g., Accountant; Lawyer; District Attorney, Parliamentarian, etc.) to read the minutes and advise the assembly as to the best tactic to counter the mischief of its board.

 

My question to Richard Brown's friend:

Q. How shall the assembly get the board minutes to the _____ [Parliamentarian; Lawyer; CPA]?

 

I say, "Why not cut to the chase?"

[Edgar Guest]

I say, "Why not cut to the chase?"

 

I agree.

 

And it's good to see Mr. Goldsworthy back among the flock.

 

I think the basic rule is that the general membership (what you loosely refer to as "the assembly") can do whatever it wants to do.

[Dan Honemann]

Ponder this hypothetical.

 

1.  Assembly suspects board mischief.

2.  Assembly wishes to inspect minutes of board.

3.  Assembly orders board minutes to be produced.

4.  Minutes are produced and the assembly indeed does verify serious mischief.

5. Assembly wishes the proper professional (e.g., Accountant; Lawyer; District Attorney, Parliamentarian, etc.) to read the minutes and advise the assembly as to the best tactic to counter the mischief of its board.

 

My question to Richard Brown's friend:

Q. How shall the assembly get the board minutes to the _____ [Parliamentarian; Lawyer; CPA]?

 

I say, "Why not cut to the chase?"

 

We can all make up whatever vague set of facts we want, but doing so is not the least bit helpful.

 

If the minutes have been produced to the membership's assembly, it has the facts needed to reverse action taken by the board, institute disciplinary proceedings, or take whatever other action it wishes to take.  If legal action is called for, the association's lawyer will have no difficulty obtaining all relevant documents.