Requesting minutes and "executive meetings"

[Guest Sarah]

Hi, I was curious if anything states that all members, or the public are entitled to notes/minutes from meetings. I was also wondering if there's anywhere that states anything about meetings being open to the public? The only thing I could find was that trials should be kept private, and only executives should be present. To give a little more context, I had requested minutes from a meeting and was told that I was not entitled to them since I was only a "general" board member, however, two members that were not executives were invited to this meeting and none of us other "general members." If anyone can provide me with any help, I would greatly appreciate it. 

[Richard Brown]

According to RONR, members of a body are entitled to see the minutes OF THAT BODY.  By that, I mean that regular members of an organization are entitled to see the minutes of general membership meetings.  They are not entitled to see the minutes of board meetings unless they are members of the board or the board has authorized non-board members to see them.  However, unless a meeting was in executive session, or your  organization has a rule on the subject, members are free to share minutes in their possession with anyone they choose.   If the meeting you are referring to was not in executive session, board members who attended the meeting are free to share their minutes with anyone.  But, if the meeting was in executive session, they are not permitted to share the minutes or to discuss what was said and took place in the executive session except with other members of the board.  Members of whatever body was meeting are entitled to see the minutes of meetings of that body regardless of whether they were present at the meeting.

Only members of the body that is meeting have a right to attend those members meetings.  In other words, regular members have a right to attend general membership meetings, but only board members have a right to attend board meetings.  The public has no right at all to attend meetings or see minutes without permission.

A body which is meeting in executive session is free to invite or permit other persons to attend the meeting, but those other persons are bound by the same rules of secrecy.

Was this group of executives which you speak of an officially constituted executive committee?  Or was it just a group of hand picked executives?  We really need to know just who.... what group.... was meeting.   It makes a big difference.  

Edited December 13, 2017 at 03:16 PM by Richard Brown
Typographical correction

[Joshua Katz]

8 minutes ago, Richard Brown said:

They are not entitled to see the minutes of board meetings unless they are members of the board or the board has authorized non-board members to see them. 

The only thing I can add to Mr. Brown's answer is that the membership can, by a 2/3 vote, require the board to produce its minutes.

[Guest Sarah]

Thanks for all of your help. This whole ordeal has been extremely petty, and I just want a good grasp on RONR before I make a motion at the next meeting. I'll break down what happened for you and any additional input or help that you can provide would be appreciated. I am a member of the PTO at my children's school and on a committee trying to raise money for a new playground for the kids. For some reason, the president has decided that she doesn't like the chairman of my committee. After the year's first fundraiser, I attended a meeting and they said the playground committee would not be entitled to the 10% of the profits since our chairman was not there to set up, work, and clean up (she was out of town.) I was unaware of this regulation and the president informed me it was agreed upon at an executive meeting that the chairman and one other member of our committee were invited to. The other member did work the fundraiser and there was disagreement as to what was agree upon at that meeting, so I asked for the notes and she said she would get them to me. After asking for another two months she e-mailed them to me and I believe them to be falsified. Within our bylaws, the minutes of executive meetings are supposed to be provided to the executive board members within two days of said meeting. The timestamp (when viewing the details on Google docs) on the minutes sent to me show that they were created shortly before being sent to me, rather than 5 months ago. My chairman also informed me that the secretary did not take notes (which I have witnessed at our other meetings, so I have no reason to not believe her.) Nor were these minutes signed by both the president and vice to prove that they have been checked and agreed upon, which is also in our bylaws. I have a strong argument as it is, since the minutes she provided state that all of the regulations for us to receive our 10% were stated by the president, rather than that they were voted on so I plan to get an official vote on these. I guess that my big issue is that this meeting was about our committee, yet we were not all invited. It is also in our bylaws that anything not listed in our bylaws should be handled by RONR, which led me here for help. I would love to put an end to all of this and get everybody on the same page so we can worry about fundraising and not drama, but I want to have as much knowledge as to what is right before I present. Sorry if there are any typos or confusion. I'm on my mobile. 

[Richard Brown]

Guest Sarah , I am still not clear on just who and what body held this meeting that you keep referring to. 

Let's try this: Do the bylaws of your office create both a board (board of directors or executive board) AND a separate executive committee which is subordinate to the board? If so, who do your bylaws say is on this executive committee?  And, finally, were all of the members of this executive committee given notice of and invited to this meeting ?

If your bylaws do not provide for an executive committee, then exactly who attended this "meeting"?

Edited December 13, 2017 at 05:59 PM by Richard Brown
Typographical correction

[Josh Martin]

20 minutes ago, Guest Sarah said:

Thanks for all of your help. This whole ordeal has been extremely petty, and I just want a good grasp on RONR before I make a motion at the next meeting. I'll break down what happened for you and any additional input or help that you can provide would be appreciated. I am a member of the PTO at my children's school and on a committee trying to raise money for a new playground for the kids. For some reason, the president has decided that she doesn't like the chairman of my committee. After the year's first fundraiser, I attended a meeting and they said the playground committee would not be entitled to the 10% of the profits since our chairman was not there to set up, work, and clean up (she was out of town.) I was unaware of this regulation and the president informed me it was agreed upon at an executive meeting that the chairman and one other member of our committee were invited to. The other member did work the fundraiser and there was disagreement as to what was agree upon at that meeting, so I asked for the notes and she said she would get them to me. After asking for another two months she e-mailed them to me and I believe them to be falsified. Within our bylaws, the minutes of executive meetings are supposed to be provided to the executive board members within two days of said meeting. The timestamp (when viewing the details on Google docs) on the minutes sent to me show that they were created shortly before being sent to me, rather than 5 months ago. My chairman also informed me that the secretary did not take notes (which I have witnessed at our other meetings, so I have no reason to not believe her.) Nor were these minutes signed by both the president and vice to prove that they have been checked and agreed upon, which is also in our bylaws. I have a strong argument as it is, since the minutes she provided state that all of the regulations for us to receive our 10% were stated by the president, rather than that they were voted on so I plan to get an official vote on these. I guess that my big issue is that this meeting was about our committee, yet we were not all invited. It is also in our bylaws that anything not listed in our bylaws should be handled by RONR, which led me here for help. I would love to put an end to all of this and get everybody on the same page so we can worry about fundraising and not drama, but I want to have as much knowledge as to what is right before I present. Sorry if there are any typos or confusion. I'm on my mobile. 

If you are not a member of the executive board, you do not have a right to attend meetings of the executive board or to view minutes of the executive board,

[Guest Sarah]

I am still unsure after reading through our bylaws. But I will attach them for you if you like. Every spring we vote for officers, but reading through it seems like there should possibly be another election where we select executive board members which we have never done. The meeting was held by the president and involved the officers and two people from the playground committee.  The president referred to this meeting as an executive meeting when speaking to me. 

By Laws (2).docx

By Laws (2).docx

[Joshua Katz]

2 hours ago, Guest Sarah said:

but reading through it seems like there should possibly be another election where we select executive board members which we have never done.

I only glanced through, but I don't see that.  It seems to me that your executive board is simply your board, and it consists of the officers plus the principal.  Which still leaves me confused about this:

6 hours ago, Guest Sarah said:

since I was only a "general" board member, however, two members that were not executives were invited to this meeting and none of us other "general members."

If I ignore the word "board" here, and deduce that you're a PTO member but not on the board, then, indeed, you have no right to the board minutes, and no right to attend board meetings.  The board, though, may permit others to attend, including inviting two people and no one else.  I see no contrary rules in the bylaws.  The bylaws have some issues, and I think there are some problems with the monetary procedures you outline as having been adopted by the board.  All payments, it appears, need to be budgeted or else approved by the membership.  Either the members approved this earmarking, in which case the board can't contradict them, or they didn't, in which case I'm not sure the board can.  But I also don't know why the committee wants the money - it appears that its function is to raise money, not spend it.  In any case, unless the committee was appointed with power, by a body eligible to do so (I don't think the board is, although that may be a question of bylaw interpretation) it can't spend money except as budgeted.  Although it does appear the committee chairs can make contracts with approval of the membership.  Your financial affairs are confusing, but suffice it to say, I think there are many issues here.  

[Guest Sarah]

Ok, sorry, I see now where it defines the executive board. The reason we want 10% is to put in to our separate account that we are saving up. You are correct, I am just a member, and the executive board had a meeting. I understand now that I am not entitled to the minutes, however, she agreed with my request and provided them. No part of this financial agreement was ever voted on by the members, nor by the board at the meeting. From my understanding it was just the president telling everyone how it was going to be. I plan to get an official vote and be done with this. 

[Guest Who's Coming to Dinner]

5 hours ago, Guest Sarah said:

The meeting was held by the president and involved the officers and two people from the playground committee.  The president referred to this meeting as an executive meeting when speaking to me. 

If it was an administrative meeting convened by the president, then it does not fall under the rules of order nor will there be official minutes. Furthermore, the president is entitled to exercise whatever administrative power is conferred upon her by your rules. Does she have the power to decide who gets a cut of the money and who doesn't?

If you have solid proof that the president lied to you and falsified documents, you may move for investigation and/or disciplinary action in a meeting of the PTO.

[Joshua Katz]

Well, she did agree, but I'm not sure exactly what complaint you can make (other than rudeness) given that there was no entitlement in the first place.  I'm not convinced even a vote of the board is sufficient for what you're trying to do, but I'm not a member.  

[Guest Sarah]

I'm not making a complaint about it. I was just confused about the meeting and was curious if they had any obligation to provide minutes to people who ask, and I now know they do not. I was ignorant in the matter which is why I came here. She does not have the power to decide who gets money or not. They are supposed to have executive meetings at the beginning of the year to plan a budget and it has to be approved by majority vote at the pto meetings. The pto decides where the money goes and none of this has ever been presented for approval, just stated that that's what the executives agreed on, when in fact that didn't even happen. I think I have received all the information I was looking for and thank all of you for helping me better understand. 

[Richard Brown]

Guest Sarah, in the future.... and whenever discussing this organization with others.... it might be helpful if you would refer to the Executive Board as "The Executive Board", not "The Executive".  When you use the term "the executive" or "the executives", we don't know if you are referring to the Chief Executive Officer, Executive Chef, Executive Vice President, some of the Executive officers, all of the Executive officers, the Executive Committee or the Executive Board.  Or to an executive session.  All of those are different "animals".  Please use the term "Executive Board" if that is the group you are referring to.

Edited December 14, 2017 at 12:36 AM by Richard Brown
Added "or to an executive session".

[Guest Sarah]

Noted. Thank you Richard. 

[Joshua Katz]

25 minutes ago, Guest Sarah said:

She does not have the power to decide who gets money or not.

That much seems clear, I think. What I'm less clear about is whether the Executive Board could authorize a procedure whereby 10% of the income from an activity is credited to a committee.  I understand that this might not have been adopted at all, but I'm just expressing doubt that it would be effective (together with any limits, such as the chairperson having to attend) even if there were a board vote.  I'm even less clear on what purpose it would serve, but that's because I'm not a member and not privy to how your organization does things.