Who is entitled to minutes?

[Guest Beckster]

An emergency board meeting is called and held. One director is not able to participate. It was held by Zoom during pandemic.  Is the director who did not participate permitted to see the draft minutes?  This is a non-profit organization.

[Steven Britton]

If RONR controls, if draft minutes are circulated to board members prior to the meeting where they will be approved, yes, the director is permitted to see  the draft minutes. However,  RONR does not require the circulation of draft minutes prior to their approval. If the minutes are not circulated prior to a meeting amongst members of the board, RONR requires  there reading prior to approval.

Edited July 27, 2020 at 11:12 AM by Steven Britton

[Richard Brown]

Adding to the response by Steve Britton, the fact that a director was absent from a meeting has nothing to do with his rights or what he is entitled to see. Even if the meeting was in executive session, he is entitled to the same information he would be entitled to if he had been present at the meeting.  So, he is entitled to see whatever the other directors are entitled to see.

[Josh Martin]

7 hours ago, Guest Beckster said:

An emergency board meeting is called and held. One director is not able to participate. It was held by Zoom during pandemic.  Is the director who did not participate permitted to see the draft minutes?  This is a non-profit organization.

Technically no one has a right to see draft minutes in advance of the meeting, although many assemblies customarily distribute the draft minutes in advance of a meeting, which speeds up the process at the next meeting, since the draft minutes then do not need to be read unless a member demands it. If the minutes are to be distributed in this manner, they must be sent to all members of the board, whether or not they were present at the meeting in question. If the minutes are not distributed in advance, the minutes must be read prior to approval, and (assuming the director is present this time), the director will then learn what is in the draft minutes.

After the minutes are actually approved, all members of the board have a right to view them, whether or not they were present (or even whether or not they were a member) at the time of the meeting in question.