Ordinary members don't have right to attend board meetings

[Ann G. Macfarlane, PRP]

Can anyone point me to language in RONR supporting the position that ordinary members of a membership organization do not have the right to attend board meetings, unless such right is granted by state law or in the bylaws?

It's a logical position: boards are assemblies, and membership rights pertain to the assembly of which one is a member. Ordinary members are not members of the board, hence do not have the right to attend its meetings. But deduction is not always convincing. I'd like a specific citation, if there is one.

Thanks for your thoughts.

[Chris Harrison]

I think the definition of "member" on page 3 in combination with page 648 ll. 11-14 and 17-21 seems pretty clear to any doubters.

[Gary Novosielski]

2 hours ago, Ann G. Macfarlane, PRP said:

Can anyone point me to language in RONR supporting the position that ordinary members of a membership organization do not have the right to attend board meetings, unless such right is granted by state law or in the bylaws?

It's a logical position: boards are assemblies, and membership rights pertain to the assembly of which one is a member. Ordinary members are not members of the board, hence do not have the right to attend its meetings. But deduction is not always convincing. I'd like a specific citation, if there is one.

Thanks for your thoughts.

It's true they do not have the right, but they can be allowed by an ordinary majority vote by the board.  They can also be allowed to speak by a majority vote by the board.   Speaking of non-members during debate on a motion is against the rules in RONR, but the rule is suspendible by a 2/3 vote.

In §9, under Public Session :

Quote

 

A deliberative assembly or committee is normally entitled to determine whether nonmembers may attend or be excluded from its meetings (even when not in executive session). Many public and semipublic bodies, however, are governed by sunshine laws—that is, their meetings must be open to the public. Normally, such laws have no application to private, nongovernmental bodies.

 

Note that nonmember in this context means persons who are not members of the body that is meeting.  Though they may be general members, they are nonmembers of the board.

[Shmuel Gerber]

26 minutes ago, Gary Novosielski said:

In §9, under Public Session :

Quote

 

A deliberative assembly or committee is normally entitled to determine whether nonmembers may attend or be excluded from its meetings (even when not in executive session). Many public and semipublic bodies, however, are governed by sunshine laws—that is, their meetings must be open to the public. Normally, such laws have no application to private, nongovernmental bodies.

 

 

In addition, the previous subsection (pp. 95-96) states:

"Whenever a meeting is being held in executive session, only members of the body that is meeting, special invitees, and such employees or staff members as the body or its rules may determine to be necessary are allowed to remain in the hall. Thus, in the case of a board or committee meeting being held in executive session, all persons—whether or not they are members of the organization—who are not members of the board or committee (and who are not otherwise specifically invited or entitled to attend) are excluded from the meeting."

[Ann G. Macfarlane, PRP]

Thank you for these comments.

 

[Albert]

My recent reading about home owners associations (time-share and condominiums) do generally allow by right owners to attend but not participate in board of directors meetings.  And in Massachusetts, a law in 2017 requires the clerk of a HOA to make available on request emails of minutes kept of all board meetings. In a way it is an open meeting rule except for executive board meetings, where casual attendance is disallowed.