Board Meeting Minutes

[Guest Dave Salzman]

I am a member of an organization that holds monthly general meetings as well as monthly board meetings. At the monthly general meeting a copy of the last meeting minutes are handed out to anyone who wants a copy.  At the monthly board meeting, which any member can attend, the past board meeting minutes are not handed out and only reviewed by the board for approval

As a member of the organization, am I not allowed to receive a copy of the board meeting minutes as well?  There is nothing written in the by-laws of our organization that restrict the distribution of meeting minutes.

 

[Josh Martin]

2 minutes ago, Guest Dave Salzman said:

I am a member of an organization that holds monthly general meetings as well as monthly board meetings. At the monthly general meeting a copy of the last meeting minutes are handed out to anyone who wants a copy.  At the monthly board meeting, which any member can attend, the past board meeting minutes are not handed out and only reviewed by the board for approval

As a member of the organization, am I not allowed to receive a copy of the board meeting minutes as well?  There is nothing written in the by-laws of our organization that restrict the distribution of meeting minutes?

So far as RONR is concerned, only members of the board have a right to view the board's minutes. The organization is free to adopt its own rules on this subject if it wishes. It may also order that a particular set of board minutes be read at a meeting of the membership. This requires a 2/3 vote, a vote of a majority of the entire membership, or a majority vote with previous notice.

[Guest Dave Salzman]

So me being a member of my organization, which is a union, has no ability to review board meeting minutes if the board refuses to allow me? How as a dues paying member can I have faith in how the organization is being run if I can not have a copy of the board minutes? If there are claims of mismanagement and charges are needed to be brought how can a member do that without have the evidence from meeting minutes? Then if there is ever a hearing, how can the membership have faith that it was conducted properly when a President has the majority of the board on his side and you do not have faith the hearing is impartial since the board sets the make up for any hearing?

What if in the past, the Recording Secretary made available board meeting minutes to non-board members?  Does that leave an opening of past practice to make them available or can the broad just say no?

It is crazy to me that I, as dues paying member not and outside person, can not receive a copy of the the minutes!

 

Thanks for your reply

[Josh Martin]

10 minutes ago, Guest Dave Salzman said:

So me being a member of my organization, which is a union, has no ability to review board meeting minutes if the board refuses to allow me?

Correct, at least so far as the rules of RONR are concerned.

The fact that this is a union has no bearing on how the rules of RONR apply, but it may be that there are applicable laws regarding unions which have something to say on this subject. Such laws would take precedence over RONR.

"Any member has a right to examine these reports and the record book(s) referred to in 47:33(8), including the minutes of an executive session, at a reasonable time and place, but this privilege must not be abused to the annoyance of the secretary. Members are free to share their contents with others, except for any content protected by the secrecy of an executive session that has not been lifted (see 9:26). The same principles apply to records kept by boards and committees, these being accessible to members of the boards or committees (see also 49:17–19)." RONR (12th ed.) 47:36

10 minutes ago, Guest Dave Salzman said:

How as a dues paying member can I have faith in how the organization is being run if I can not have a copy of the board minutes? If there are claims of mismanagement and charges are needed to be brought how can a member do that without have the evidence from meeting minutes? Then if there is ever a hearing, how can the membership have faith that it was conducted properly when a President has the majority of the board on his side and you do not have faith the hearing is impartial since the board sets the make up for any hearing?

It is crazy to me that I, as dues paying member not and outside person, can not receive a copy of the the minutes!

If you feel that members of the union should have a right to view minutes of board meetings, then the solution would be to propose that the union adopt its own rules on this matter.

Edited October 8, 2020 at 06:22 PM by Josh Martin

[Richard Brown]

21 minutes ago, Josh Martin said:

If you feel that members of the union should have a right to view minutes of board meetings, then the solution would be to propose that the union adopt its own rules on this matter.

I agree with Mr. Martin.  The rules in RONR are quite clear in this regard.  I see four options:  !) try to find a board member who will let you see his copy of the minutes or provide you with a copy of them.  2) try to convince the board to make its minutes available to the general membership.  3) Try to get the membership to adopt a motion or a special rule of order (or a bylaws amendment) making the minutes of board meetings available to the general membership.  4)  Accept the fact that you are not entitled to see the minutes and move on.

[Guest Dave Salzman]

27 minutes ago, Josh Martin said:

"Any member has a right to examine these reports and the record book(s) referred to in 47:33(8), including the minutes of an executive session, at a reasonable time and place, but this privilege must not be abused to the annoyance of the secretary. Members are free to share their contents with others, except for any content protected by the secrecy of an executive session that has not been lifted (see 9:26)

Just for clarification for me about the above reference. Where it says "Any member" is this in reference to Any board member" of "Any member" of the organization? I don't see the reference that "Any member" is only restricted to board member

If it's "Any member" of the organization I feel that gives me the right to examine the reports unless I guess I am annoying the Recording Secretary than all he/she has to do is say no

 

Thanks again and sorry to breaking it down to what RONR defines as member in this instance but I can just cant seem to find it

[George Mervosh]

9 minutes ago, Guest Dave Salzman said:

Just for clarification for me about the above reference. Where it says "Any member" is this in reference to Any board member" of "Any member" of the organization? I don't see the reference that "Any member" is only restricted to board member

If it's "Any member" of the organization I feel that gives me the right to examine the reports unless I guess I am annoying the Recording Secretary than all he/she has to do is say no

 

Thanks again and sorry to breaking it down to what RONR defines as member in this instance but I can just cant seem to find it

You cut Mr. Martin's quote from RONR a little short. Did you read the last sentence?  

[Josh Martin]

28 minutes ago, Guest Dave Salzman said:

Just for clarification for me about the above reference. Where it says "Any member" is this in reference to Any board member" of "Any member" of the organization? I don't see the reference that "Any member" is only restricted to board member

If it's "Any member" of the organization I feel that gives me the right to examine the reports unless I guess I am annoying the Recording Secretary than all he/she has to do is say no

Thanks again and sorry to breaking it down to what RONR defines as member in this instance but I can just cant seem to find it

"Any member has a right to examine these reports and the record book(s) referred to in 47:33(8), including the minutes of an executive session, at a reasonable time and place, but this privilege must not be abused to the annoyance of the secretary. Members are free to share their contents with others, except for any content protected by the secrecy of an executive session that has not been lifted (see 9:26). The same principles apply to records kept by boards and committees, these being accessible to members of the boards or committees (see also 49:17–19)." RONR (12th ed.) 47:36, emphasis added

"A record of the board’s proceedings is kept by the secretary, just as in any other assembly. Only members of the board have the right to examine the minute book kept by the secretary (cf. 47:36), unless the board orders otherwise (see next paragraph). Board members are, however, free to share the content of the minutes with others, except for any content protected by the secrecy of an executive session that has not been lifted (see 9:26–27).

The board can order that any specified person(s)—including, for example, all members of the society—be permitted to view, or be furnished with copies of, board minutes. A motion to do so is an incidental main motion, which can be adopted by a majority vote if the minutes are not protected by executive-session secrecy. If they are protected by such secrecy, the motion requires a two-thirds vote, the vote of a majority of the entire membership of the board, or a majority vote if previous notice has been given.

Whether or not board minutes are protected by the secrecy of an executive session, the assembly of the society can adopt a motion granting such permission, or can order that the board’s minutes be produced and read at a meeting of the assembly, by a two-thirds vote, the vote of a majority of the entire membership of the assembly, or a majority vote if previous notice has been given." RONR (12th ed.) 49:17-49:19, emphasis added

Edited October 8, 2020 at 07:18 PM by Josh Martin

[Atul Kapur]

6 hours ago, Guest Dave Salzman said:

Just for clarification for me about the above reference. Where it says "Any member" is this in reference to Any board member" of "Any member" of the organization? I don't see the reference that "Any member" is only restricted to board member

Others have answered, but to be explicit, members of the group that is meeting have the right. So for board meetings, it applies to members of the board, not all members of the union.

[adam]

In regard to "Board members are, however, free to share the content of the minutes with others": 

Is it fair to assume "others" is limited to other members of the organization, or can "others" include people outside of the organization? For example, can a general member of an HOA share the board's minutes with a local elected official who is not a member of the HOA? 

[Richard Brown]

6 minutes ago, adam said:

In regard to "Board members are, however, free to share the content of the minutes with others": 

Is it fair to assume "others" is limited to other members of the organization, or can "others" include people outside of the organization? For example, can a general member of an HOA share the board's minutes with a local elected official who is not a member of the HOA? 

Members are free to share the organization's minutes with anyone they want to unless the organization has a customized rule to the contrary.  Nothing in RONR requires that minutes be kept confidential  or have limited availability unless the meeting was in executive session.

[adam]

Thank you.