Distribution of Board of Directors Meeting Minutes

[VBenz]

Thank you in advance for your patience.  I reviewed RR 12th Ed. and I also did do a forum search, but was unable to find quite what I need.

Our association has recently approved Roberts Rules of Order as our parliamentary authourity, thereby overriding decades of informal practices.

We generally have three types of meetings:

• Meetings of the Association's membership, either the Annual General Meeting or Special General Meetings(1-2 per year);
• Meetings of the Board of Directors elected by the membership at an AGM (8-12 times per year); and
• Meetings of Committees struck by the Board of Directors (up to once per month).

I think we have a very good understanding of the rules and processes around the minutes of meetings in general.  We also have formal rules for the Meetings of the Association's membership and Meetings of Committees struck by the Board of Directors.

What we are missing, is a clear understanding of Robert's Rules position on the distribution of approved minutes of Meetings of the Board of Directors to the association's membership.  That membership is never present at such meetings.

We have also further complicated our lives by including material distributed in advance of the meeting to help the Board make informed decisions as attachments to  the approved minutes.  Some of this material is potentially quite sensitive (and is kept personally confidential by the board), as we are often in discussion with both the provincial and federal governments on "What might be?".

With an understanding of RR position on this, we can then decide if we wish to create any special rules for the Board.

Can you advise us on a path forward?

[Dan Honemann]

On 4/27/2024 at 5:51 PM, VBenz said:

What we are missing, is a clear understanding of Robert's Rules position on the distribution of approved minutes of Meetings of the Board of Directors to the association's membership.  That membership is never present at such meetings.

Take a look at 49:17-19, and come back if you have further questions.

[VBenz]

I've been absent for a few days.  Thank you Mr. Honemann.  I believe this section answers my questions quite fully.  We no longer have an Executive Board" by bylaw change some years ago; the full Executive is now essentially the Executive Board.

[VBenz]

I have read the section you have identified carefully.  If I may, one followup question.   I am looking at section 49:19, which reads:

49:19      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.

          Am I correct in assuming that this point would NOT apply in the situation where the Board is defined as the "superior body" in the organization's registered bylaws?

Thank you in advance for your thoughts.

[Dan Honemann]

On 5/2/2024 at 1:02 PM, VBenz said:

I have read the section you have identified carefully.  If I may, one followup question.   I am looking at section 49:19, which reads:

49:19      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.

          Am I correct in assuming that this point would NOT apply in the situation where the Board is defined as the "superior body" in the organization's registered bylaws?

Thank you in advance for your thoughts.

 

I think it would not apply, but one would have to look at the exact wording of your bylaws to be sure.

[VBenz]

Thanks very much for your help on this!