Request of Three Years Worth of Minutes

[Mark Apodaca, PRP]

A member of the organization made a request to the Secretary for three years worth of board meeting minutes.  Under 46:36:

47:36      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). When a committee requires certain records for the proper performance of its duties, the secretary turns them over to the committee chairman—after consulting with the president in any cases where he or she is in doubt. The corporation law of each state frequently provides for the availability of records of any group incorporated in that state.

Also:

49:17      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).

49:18      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.

Are there any restrictions or exceptions to this rule?  The request for three years worth of minutes appears to be unrealistic.  I would think the member should wait till the coming conference where the secretary will bring a binder of the board of director's minutes for the two year period (conference to conference).  If 20 members asked for copies of three years worth of minutes at different times, the secretary  would be overwhelmed. 

[Weldon Merritt]

The first question is whether the person making the request is a member of the board. If not, they have no right at all to examine the board's minutes, unless the organization's own rules or applicable state law provides that right. If the person is a member of the board, they do have the right to examine the minutes. But the key is that it must not be "to the annoyance of the secretary." Whether a specific request falls into the "annoyance" category is, I think, a determination to be made initially by the secretary. If the member disagrees with the secretary's determination, the member can introduce a motion that the secretary be required to comply.

[Josh Martin]

8 hours ago, Mark Apodaca said:

A member of the organization made a request to the Secretary for three years worth of board meeting minutes.  Under 46:36:

47:36      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). When a committee requires certain records for the proper performance of its duties, the secretary turns them over to the committee chairman—after consulting with the president in any cases where he or she is in doubt. The corporation law of each state frequently provides for the availability of records of any group incorporated in that state.

Also:

49:17      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).

49:18      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.

Are there any restrictions or exceptions to this rule?  The request for three years worth of minutes appears to be unrealistic.  I would think the member should wait till the coming conference where the secretary will bring a binder of the board of director's minutes for the two year period (conference to conference).  If 20 members asked for copies of three years worth of minutes at different times, the secretary  would be overwhelmed. 

I would first note that, as the rules above clarify, only a member of the board has a right to view minutes of the board, unless the board has granted the member permission to view the minutes, or the membership has ordered that the member be granted such permission. When determining whether to grant such a request, it would certainly seem reasonable for the board (or the membership) to take into account whether the request is unduly burdensome on the Secretary.

If the situation in question had related to an assembly the individual was a member of, and therefore had a right to view the minutes, the rule still provides that "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." RONR (12th ed.) 47:36, emphasis added