Board Member's right to inspect all documents

[Guest Inquisitive Secretary]

Hello,

To start, our club operates as a California Mutual Benefit Corporation according to our bylaws and we follow Robert's Rules of Order.

Our current Board has an issue regarding a document that was created by a former Board President which contains a list of complaints and grievances compiled over several years against a particular member of the club. This document had been withheld from the current Board members because it was deemed "sensitive material" and there was a concern that complaining members could be identified (even though names and identifying factors have been redacted). The document has since been made available to "almost" all of the Board members via a password protected file.

The mother of this club member is currently a Board member. The President of our Board does not want to allow this Board member access to the "complaint" document citing "conflict of interest".

Cleary there would be a conflict of interest but my understanding is that every Board member has a right to inspect any documents pertaining to the club.

So, in my mind the Board member/mother should have access to the document, but would need to recuse herself from discussion and vote.

Am I correct in this assumption? 

Is there a section of Robert's Rules that addresses this or even California Corporate code? I have tried googling but I may be asking the wrong question when trying to get results.

If anyone can shed some light on this it would be greatly appreciated. If further information is required I'm happy to provide it.

Thank you

[Rob Elsman]

RONR (12th ed.) does not say that "every Board member has a right to inspect any documents pertaining to the club".

[Josh Martin]

On 3/12/2023 at 12:39 PM, Guest Inquisitive Secretary said:

Cleary there would be a conflict of interest but my understanding is that every Board member has a right to inspect any documents pertaining to the club.

So, in my mind the Board member/mother should have access to the document, but would need to recuse herself from discussion and vote.

Am I correct in this assumption? 

Is there a section of Robert's Rules that addresses this or even California Corporate code?

RONR has no rule providing that "every Board member has a right to inspect any documents pertaining to the club." There are certain types of documents for which RONR provides members a right to inspect, but a "list of complaints and grievances compiled over several years against a particular member of the club" is not among them.

Whether such a provision is found in California law is beyond the scope of RONR and this forum.

[Atul Kapur]

On 3/12/2023 at 1:39 PM, Guest Inquisitive Secretary said:

Our current Board has an issue regarding a document that was created by a former Board President

Has the document been officially introduced at a board meeting in some way? Or is it just one person's list that the former president has sent to some people? The purpose of the question is to see if the document is in some way now a part of the records kept by the board as referenced in 47:36.

[Guest Inquisitive Secretary]

On 3/12/2023 at 7:27 PM, Atul Kapur said:

Has the document been officially introduced at a board meeting in some way? Or is it just one person's list that the former president has sent to some people? The purpose of the question is to see if the document is in some way now a part of the records kept by the board as referenced in 47:36.

Yes, this document was introduced at a closed session.

The club operates under California corporate code which has a "Right to Inspect" section, however, I don't know of that applies in this case.

My concern is that every board member but one has had access to this document, and the reasoning behind not allowing this board member/mother access does not makes sense...to me anyway.  

[Guest Inquisitive Secretary]

On 3/12/2023 at 4:29 PM, Josh Martin said:

RONR has no rule providing that "every Board member has a right to inspect any documents pertaining to the club." There are certain types of documents for which RONR provides members a right to inspect, but a "list of complaints and grievances compiled over several years against a particular member of the club" is not among them.

Whether such a provision is found in California law is beyond the scope of RONR and this forum.

In what section of RONR would I find which types of documents Board members have a right to inspect? and, just to be clear, I'm referring only to Board members, not club members.

The "right to inspect" I was referring to was Section 1602 of California Corporate Code, although I'm not certain it applies. (And, I realize this forum is not about California Corp. Code) I thought maybe RONR may have something that also applies to this.

Thanks!

[Guest Inquisitive Secretary]

On 3/12/2023 at 12:06 PM, Rob Elsman said:

RONR (12th ed.) does not say that "every Board member has a right to inspect any documents pertaining to the club".

Thank you. I was referring to Ca Copr. Code and should have made that clear.

[Richard Brown]

On 3/13/2023 at 11:08 AM, Guest Inquisitive Secretary said:

In what section of RONR would I find which types of documents Board members have a right to inspect? and, just to be clear, I'm referring only to Board members, not club members.

The records of the secretary and the right of members to examine the records of the secretary in general are covered in sections 47:33(4), 47:35 and 47:36 of RONR (12th ed.).

Edited March 13, 2023 at 04:14 PM by Richard Brown
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