Are board meeting minutes open to members?

[Guest Albert Israel]

Friends, A synagogue member requested board minutes. Are board minutes confidential by RROO or are they open to membership? This is not addressed in our bylaws.

 

Albert Israel

Seattle

[Richard Brown]

RONR provides that board minutes are normally available for inspection only by board members.  There are provisions, however, for the general membership to order that certain board minutes be made available to or read to the membership.  In addition,  if your organization is incorporated, your state's corporation laws might contain a provision requiring that all members have the right to inspect board minutes.  But, as I said in the first sentence, the rule in RONR is that only members of the board have the right to inspect minutes of board meetings unless your own bylaws or some other superior rule, such as a state statute, provide otherwise.

Edited to add:  The board itself may agree to make its minutes available to others.  Also, unless a meeting was held in executive session or you have a rule making minutes confidential, there is nothing in RONR which would prohibit an individual board member from sharing board minutes that he has access to.  A non-board member, however, has no "right" to inspect the minutes per the rules in RONR.

Edited December 16, 2019 at 07:23 PM by Richard Brown
Added last paragraph and corrected typo

[Atul Kapur]

In addition to Mr. Brown's answer above, which confirms that the association can order the minutes produced, the board itself can adopt a motion to allow members to inspect the minutes.

[Rob Elsman]

Only members of the synagogue board have the individual right to inspect the minutes of board meetings; however, a general congregation assembly, if there is one, can order the board's minutes to be read to the congregation.

See RONR (11th ed.), pp. 460, 487.

Some states require the availability of the records of corporations. Check with an attorney about the applicable requirements in the state where your synagogue is incorporated, if it is.