Meeting Minues Distribution / Availability

[Ed_B]

I belong to a club that is incorporated in CA and also a registered non-profit.  The board decided almost two years ago NOT to publish the monthly general membership meeting minutes, nor to read them at the monthly general membership club meeting.  However it was said that general membership meeting minutes were available for viewing on the secretary's electronic notebook before the meeting.  Previous administrations published general membership meeting minutes in the monthly newsletter, but did not read them at the following general membership club meeting.  However, the opportunity to amend the minutes was available because the club members were at least provided them in the newsletter to review.  Our bylaws DO NOT establish that general membership meeting minutes be published in the newsletter. The only reference to publishing general membership meeting minutes or the content of the newsletter appears in the duties of the Editor.  It reads:

1.       The editor shall send a monthly newsletter via email or hardcopy to all members in good standing outlining past, current, and future club events.

On page li (RONR 11th ed.) it talks about the 'rules of parliamentary law... be constructed upon a careful balance of the rights of persons or subgroups within an organization's or an assembly's total membership'.  It continues saying 'these rules are based on a regard for the rights:

• of the majority
• of the minority
• of individual members
• of absentees, and
• of all these together'

At most the general membership meeting consists of 20% of the total club membership.  The 'absentees' are totally left out of the club's business and they constitute the greatest portion all groups (majority, minority, absentees).  When you consider 'individual members' and grouping 'all these together' the rights of absentee club members are severely limited and restricted.  To quote RONR on p. lii, 'Fundamentally, under the rules of parliamentary law, a deliberative body is a free agent -  fee to do what it wants to do with the greatest measure of protection to itself and of consideration for the rights of its members.' 

My point is that when all club members are not given the general membership meeting minutes in the newsletter their rights to be informed of club business are not observed.

I've checked RONR but maybe I missed something.  But I am looking for either a state or federal law/regulation/requirement that says general membership meeting minutes must be distributed to the organization's membership.  Any supporting documentation would be appreciated.  The best thing to do is to obviously change the bylaws to add 'club meeting minutes' somewhere within.

Edited January 27, 2018 at 01:00 AM by Ed_B
Improve Problem Definition

[George Mervosh]

RONR does not require the board to distribute the minutes to the membership.

"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. "  RONR (11th ed.), p. 487

 

[Richard Brown]

2 hours ago, Ed_B said:

I belong to a club that is incorporated in CA and also a registered non-profit.  The board decided almost two years ago NOT to publish the monthly meeting minutes, nor to read them at the monthly club meeting.  However it was said that meeting minutes were available for viewing on the secretary's electronic notebook before the meeting.  Previous administrations published meeting minutes in the monthly newsletter, but did not read at the meetings, however the opportunity to amend the minutes was available.  Our bylaws to do establish that meeting minutes be published in the newsletter.  (Emphasis added)

I've checked RONR but maybe I missed something.  But I am looking for either a state or federal law/regulation/requirement that says meeting minutes must be distributed to the organization's membership.  Any supporting documentation would be appreciated.

2

I agree with Mr. Mervosh, but will point out that I think it is important to note that, according to your post, your bylaws require that the minutes be published in the newsletter.  A bylaw provision supersedes anything in RONR.  Based on your post, the board MUST publish the minutes in the newsletter. 

Caveat:  Does the quoted bylaw provision apply to board meeting minutes, general membership meeting minutes, or both?  You need to read the bylaws carefully to determine which body that provision applies to.

[Ed_B]

I edited my original post because of some errors.  I would appreciate Richard and George to re-read my corrected post.  Sorry for my errors.  The problem does not related to 'board' meeting minutes but to 'general membership meeting minutes'.  A big difference.

 

[Bruce Lages]

What you may have missed is what is said in RONR, p.474, ll.19-23:  "A draft of the minutes of the preceding meeting can be sent to all members in advance, usually with the notice. In such a case, it is presumed that the members have used this opportunity to review them, and they are not read unless this is requested by any member" (my emphasis). (This point is also made on p. 354, ll. 10-15.) The point here is that, regardless of how advance copies of the minutes may be provided, they must be read at the meeting on the demand of a single member. If you feel that members are not being given an adequate opportunity to see the minutes in advance of the meeting then by all means bring this RONR requirement to your chair's attention and be prepared to use it at your meetings.