contacting board members, membership list, financial records

[rondao]

The president and secretary of a nonprofit club I belong to are refusing to let members contact the board without going through them.  This is not addressed in the bylaws.  Is this permissible?

Also, they are refusing members access to the membership list.  Is this permissible?  It is against state law.

What is the definition of financial records?  They are refusing access to them as well because they don't know what records are included.  I say bank statements, check registers, etc.  

[Rob Elsman]

The general membership assembly can certainly order the production of the organization's records for reading or inspection if it can decide what it wants to see.

A member can make a main motion or offer a resolution at a meeting, and a majority vote will be required to adopt it. If a resolution is offered, the usual word, "Resolved", can be replaced with "Ordered".

[Richard Brown]

On 4/8/2024 at 8:02 PM, rondao said:

The president and secretary of a nonprofit club I belong to are refusing to let members contact the board without going through them.  This is not addressed in the bylaws.  Is this permissible?

Also, they are refusing members access to the membership list.  Is this permissible?  It is against state law.

What is the definition of financial records?  They are refusing access to them as well because they don't know what records are included.  I say bank statements, check registers, etc.  

Agreeing with Mr. Elsman, there is nothing in RONR that specifically addresses whether the membership has the right to view, inspect or copy the organization's membership roll.  Some state laws might require that for incorporated organizations.

The provisions in RONR regarding the records of the secretary and the right of members to inspect certain of those records can be found primarily in sections 47:33 and 47:36 of RONR (12th ed.).  A close reading of those two sections indicates that the membership roll is not one of the records that RONR says the secretary must permit members to inspect.

As Mr. Elsman stated, the membership (or perhaps the board) can direct the secretary to permit the inspection of additional records of the organization.  In addition, it can adopt a bylaw provision or a  standing rule specifying which records shall be made available by the secretary for inspection by members.

[Josh Martin]

On 4/8/2024 at 8:02 PM, rondao said:

The president and secretary of a nonprofit club I belong to are refusing to let members contact the board without going through them.  This is not addressed in the bylaws.  Is this permissible?

RONR does not grant the President or Secretary any such authority.

On 4/8/2024 at 8:02 PM, rondao said:

Also, they are refusing members access to the membership list.  Is this permissible?  It is against state law.

I think you answered your own question.

Nothing in RONR grants members a right to access the membership list. But state law takes precedence, and if state law provides that members have a right to access the membership list, then no, it is not permissible to refuse members access to the membership list.

(I take no position on whether this is an accurate interpretation of the law in question - I am simply accepting your assertion as correct.)

On 4/8/2024 at 8:02 PM, rondao said:

What is the definition of financial records?  They are refusing access to them as well because they don't know what records are included.  I say bank statements, check registers, etc.  

RONR does not define the term "financial records," nor is there a need to do so, because no rule in RONR provides that members have a right to access financial records. (Although members do have a right to access certain documents that may be considered to be in the nature of financial records, such as the reports of the treasurer and the audit report.)

So far as RONR is concerned, members have a right to access the following documents:

• The organization's rules (articles of incorporation, constitution, bylaws, special rules of order, standing rules, etc.)
• Minutes of meetings of the membership
• Written reports of boards, committees, and officers (limited to reports given at meetings of the membership)

And I think that's pretty much it. Members do not have an individual right to access other documents unless so provided in the organization's rules or applicable law. The membership could adopt rules granting members a right to access additional documents, or order that members be granted access to certain documents on a case by case basis.

I take it you are asking this question because some rule in applicable law or your organization's rules provides that members have access to "financial records." If it is your organization's rule, it will be up to your organization to interpret it. If the rule is in applicable law, I advise consulting an attorney for questions concerning the meaning of the term "financial records" within the context of the law in question.

Edited April 9, 2024 at 04:54 PM by Josh Martin