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Availability of minutes for consultation - who can see what?


Katy

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Hello RONR experts,

Our organization has a large Voting Membership of around 70 members that oversees a nonprofit corporation. The VMs elect Trustees, and they have a Standing Committee of the Voting Members with nine members, which is mainly concerned with (1) finding and vetting new members and overseeing participation and renewing of terms of Members; (2) finding and vetting Trustees; and (3) finding and vetting Standing Committee members. All Trustees are Voting Members, and all Standing Committee members are Voting Members.

RONR says Members have a right to examine the minutes of the society at a reasonable time and place. It also says: “The same principle applies to the minutes of boards and committees, their records being accessible to members of the boards or committees but to no others."

The following questions have arisen:

1. Does a board member not on a particular board committee have a right to access the minutes of that board committee?

2. Does a Voting Member have the right to access the minutes of the Standing Committee?

3. Does a board member have the right to access the minutes of the Standing Committee?

In other words, does the RONR sentence mean that only a particular committee's members may have access to that particular committee’s minutes and no one else?

Your input is welcome.

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On 2/13/2024 at 12:51 PM, Katy said:

1. Does a board member not on a particular board committee have a right to access the minutes of that board committee?

 

No, but the board itself can vote to demand them. However, they may be disappointed as committees are not required to keep minutes.

On 2/13/2024 at 12:51 PM, Katy said:

2. Does a Voting Member have the right to access the minutes of the Standing Committee?

 

No, but to the extent the VMs form a deliberative body, it can demand the minutes.

On 2/13/2024 at 12:51 PM, Katy said:

3. Does a board member have the right to access the minutes of the Standing Committee?

 

Unless I'm missing it, I don't think you told us where the board fits into this structure.

On 2/13/2024 at 12:51 PM, Katy said:

In other words, does the RONR sentence mean that only a particular committee's members may have access to that particular committee’s minutes and no one else?

 

Yes, except as noted above, and understanding that committees are not obligated to keep minutes, their report being the record of what was decided.

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On 2/13/2024 at 9:58 AM, Joshua Katz said:

No, but the board itself can vote to demand them. However, they may be disappointed as committees are not required to keep minutes.

No, but to the extent the VMs form a deliberative body, it can demand the minutes.

Unless I'm missing it, I don't think you told us where the board fits into this structure.

Yes, except as noted above, and understanding that committees are not obligated to keep minutes, their report being the record of what was decided.

 

On 2/13/2024 at 9:58 AM, Joshua Katz said:

Unless I'm missing it, I don't think you told us where the board fits into this structure.

Sorry, my mistake. When I mentioned the Trustees, it is a Board of Trustees.

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On 2/13/2024 at 12:51 PM, Katy said:

Hello RONR experts,

Our organization has a large Voting Membership of around 70 members that oversees a nonprofit corporation. The VMs elect Trustees, and they have a Standing Committee of the Voting Members with nine members, which is mainly concerned with (1) finding and vetting new members and overseeing participation and renewing of terms of Members; (2) finding and vetting Trustees; and (3) finding and vetting Standing Committee members. All Trustees are Voting Members, and all Standing Committee members are Voting Members.

RONR says Members have a right to examine the minutes of the society at a reasonable time and place. It also says: “The same principle applies to the minutes of boards and committees, their records being accessible to members of the boards or committees but to no others."

The following questions have arisen:

1. Does a board member not on a particular board committee have a right to access the minutes of that board committee?

2. Does a Voting Member have the right to access the minutes of the Standing Committee?

3. Does a board member have the right to access the minutes of the Standing Committee?

In other words, does the RONR sentence mean that only a particular committee's members may have access to that particular committee’s minutes and no one else?

Your input is welcome.

     1.  No

     2. No

     3. No

     *.  Yes

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