Nonprofit Board Open to all members

[Guest Karla]

I am the Executive Director of a nonprofit. We have monthly meetings and our membership from across the United States who want to sit (virtually) in on every meeting. Can you please let me know the interpretation of Robert's Rule of Rules on this? 

[Joshua Katz]

It's up to your board and/or organization. Per RONR, no one has a right to attend board meetings other than board members, but the board may invite them, one-off or by rule, and the organization could make rules in the bylaws. 

[Atul Kapur]

If you have or adopt such a rule, I recommend that you ensure that the board can enforce executive session when needed and exclude those who aren't members of the board or not invited to participate in the executive session. 

[Guest Karla]

On 9/19/2024 at 12:46 PM, Joshua Katz said:

 

We have a member quoting 61:6. Principles Governing Discipline at Meetings. A society has the right to determine who may be present at its meetings and to control its hall while meetings are in progress; but all members have the right to attend except in cases where the bylaws provide for the automatic suspension of members who fall in arrears in payment of their dues, or where the society has, by vote and as a penalty imposed for a specific offense, forbidden attendance. 

[Atul Kapur]

The "all members" refers to the members of the body that is meeting. If it's a board meeting, that's the members of the board - not all members of the organization.

[laser158689]

Who is your "membership" and what's a member's relationship to the meetings you mention?  Is it a general membership meeting?  Or a board of directors meeting?

[Joshua Katz]

Yes, I've been assuming this is a board meeting because of the reference to "sitting in." But now I see the other possibilities.

[Guest Karla]

It is a Board of Director meeting. We do have an annual membership meeting. 

 

Because of Zoom, I have a small handful that say this 61 6 allows for the entire membership to attend a Board of Director meeting. 

[Joshua Katz]

On 9/19/2024 at 2:00 PM, Guest Karla said:

Because of Zoom, I have a small handful that say this 61 6 allows for the entire membership to attend a Board of Director meeting. 

Zoom or no zoom, they are incorrect. RONR is quite clear that "member" means of the body that is meeting. They are not members of the Board. That quote would apply if the Board tried to exclude Board members.

[Gary Novosielski]

On 9/19/2024 at 4:40 PM, Guest Karla said:

We have a member quoting 61:6. Principles Governing Discipline at Meetings. A society has the right to determine who may be present at its meetings and to control its hall while meetings are in progress; but all members have the right to attend except in cases where the bylaws provide for the automatic suspension of members who fall in arrears in payment of their dues, or where the society has, by vote and as a penalty imposed for a specific offense, forbidden attendance. 

Yes, all members have the right to attend meetings of the society (i.e., Membership meetings.)

Only board members have the right to attend board meetings.

Only committee members have the right to attend committee meetings.,

Etc....

[Josh Martin]

On 9/19/2024 at 3:40 PM, Guest Karla said:

We have a member quoting 61:6. Principles Governing Discipline at Meetings. A society has the right to determine who may be present at its meetings and to control its hall while meetings are in progress; but all members have the right to attend except in cases where the bylaws provide for the automatic suspension of members who fall in arrears in payment of their dues, or where the society has, by vote and as a penalty imposed for a specific offense, forbidden attendance. 

The member is absolutely correct that members of the society cannot be excluded from meetings of the society's membership, unless their rights are under disciplinary suspension. Members of the society who are not members of the board, however, may be excluded from board meetings at the board's discretion, unless the bylaws or applicable law provide otherwise.

"Whenever a meeting is being held in executive session, only members of the body that is meeting, special invitees, and such employees or staff members as the body or its rules may determine to be necessary are allowed to remain in the hall. Thus, in the case of a board or committee meeting being held in executive session, all persons—whether or not they are members of the organization—who are not members of the board or committee (and who are not otherwise specifically invited or entitled to attend) are excluded from the meeting. When it is desired to similarly restrict attendance at a particular meeting without imposing any obligation of secrecy (or to remove a previously imposed restriction on attendance), this may also be done by majority vote (see also 61:6–7)." RONR (12th ed.) 9:25

On 9/19/2024 at 4:00 PM, Guest Karla said:

It is a Board of Director meeting. We do have an annual membership meeting. 

Because of Zoom, I have a small handful that say this 61 6 allows for the entire membership to attend a Board of Director meeting. 

Well, they're wrong.

If the membership wishes to adopt a rule requiring that the entire membership be permitted to attend board meetings (perhaps with certain specified exceptions), they are free to do so. But nothing in RONR grants persons who are not board members the right to attend board meetings.