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Minutes


L. Thorson

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Our nonprofit corporation has a membership of about 18,000. In the past, the minutes of the Board have also included comments by Directors. The Board has now reversed their position. Comments of Directors are excluded and the minutes are now very sterile. For example:

The minutes at our July meeting relating to an adopted motion read as follows: "I move the Board of Directors approve the language in the Corporate Policy Manual Cover Page and Section 1-General as recommended by the Board Affairs and Bylaws committee and distributed to the Board as Control File Item #21".

This motion as written/adopted and other similar motions are meaningless to the membership as to content of legislation enacted. However RONR p. 451 states, "Unless THE MINUTES ARE TO BE PUBLISHED.they should contain mainly a record of what was done at meetings, not what was said". The minutes are "published" on the corporation website thus available for reading by the entire membership. What is the perceived RONR legislative intent with the phrase, "Unless the minute are to be published"? Is it to enhance the understanding by the membership as to what was done? If so, can an "authority" be cited wherein the Board should modify the proceedings to ensure legislative understanding by the membership? P. 451 and following pages appears to be silentas to guidance.

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Our nonprofit corporation has a membership of about 18,000. In the past, the minutes of the Board have also included comments by Directors. The Board has now reversed their position. Comments of Directors are excluded and the minutes are now very sterile. For example:

The minutes at our July meeting relating to an adopted motion read as follows: "I move the Board of Directors approve the language in the Corporate Policy Manual Cover Page and Section 1-General as recommended by the Board Affairs and Bylaws committee and distributed to the Board as Control File Item #21".

This motion as written/adopted and other similar motions are meaningless to the membership as to content of legislation enacted. However RONR p. 451 states, "Unless THE MINUTES ARE TO BE PUBLISHED.they should contain mainly a record of what was done at meetings, not what was said". The minutes are "published" on the corporation website thus available for reading by the entire membership. What is the perceived RONR legislative intent with the phrase, "Unless the minute are to be published"? Is it to enhance the understanding by the membership as to what was done? If so, can an "authority" be cited wherein the Board should modify the proceedings to ensure legislative understanding by the membership? P. 451 and following pages appears to be silentas to guidance.

Posting minutes on a website for availability for the general membership is not "published" even in the general sense of the word. To "publish" is to make them public (available to people outside of the society). In RONR, "published" generally refers to when professional, educational, or theological societies record their proceedings in full for publication in bound volumes. As noted, we all hope this is clarified in the next edition.

So you can ignore everything that is said in RONR about published minutes and follow the same advice for Item #21 that we gave you about Item #18.

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Our nonprofit corporation has a membership of about 18,000. In the past, the minutes of the Board have also included comments by Directors. The Board has now reversed their position. Comments of Directors are excluded and the minutes are now very sterile. For example:

The minutes at our July meeting relating to an adopted motion read as follows: "I move the Board of Directors approve the language in the Corporate Policy Manual Cover Page and Section 1-General as recommended by the Board Affairs and Bylaws committee and distributed to the Board as Control File Item #21".

This motion as written/adopted and other similar motions are meaningless to the membership as to content of legislation enacted. However RONR p. 451 states, "Unless THE MINUTES ARE TO BE PUBLISHED.they should contain mainly a record of what was done at meetings, not what was said"....

Setting aside the confusing 'published' citation, which won't help you, are you looking for a way to force your Board to distribute a lengthier and more informative description of their meetings to the membership?

What is the distribution of authority between membership and Board, according to your bylaws? It may be possible for the membership to give instructions to the board, but in an organization with 18,000 members, it's quite possible that the Board has been given much more authority than would be typical in local organization with 50 members, for example...

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