Recently I had an email from a client asking if board meeting minutes are public in all circumstances and if there is a standard protocol around making them public.
I don’t know of a standard protocol around board meeting minutes being made public but here are some of my thoughts:
- The board is representative of a wider group of stakeholders, owners or members. The minutes are a record of what the board has done on that wider group’s behalf. It makes sense that the wider group should be privy to what decisions are made and what actions are taken at board meetings. I’m always uncomfortable when boards of directors feel they shouldn’t or can’t share their minutes. My question is ‘What do you have to hide?’
- There is a tendency on the part of recorders to capture the conversation at the board table word for word – a practice that is not required or advised. Only decisions taken by the board need to be recorded, not the discussion that lead to those decisions. As well, by eliminating or minimizing discussion-related content, you reduce the risk of members being able to attribute board actions to particular board members. Motions, whether they pass or fail, reflect the will of the entire board, not any individual member.
- If the board determines that its minutes aren’t the best way to let the stakeholders know what went on at a board meeting, a summary of what was discussed and decided at meetings could be created. This doesn’t mean that it should be sanitized but that it should give enough information for a reader to understand the issues and the decisions. That summary could be posted on the website in the place of the actual minutes.
- Robert’s Rules says: “A record of the board’s proceedings should be kept by the secretary, just as in any other assembly; these minutes are accessible only to the members of the board unless the board grants permission to a member of the society to inspect them, or unless the society by a two-thirds vote (or the vote of a majority of the total membership, or a majority vote if previous notice is given) orders the board’s minutes to be produced and read to the society’s assembly.” So even if the board decides not to publish the minutes, members can put forth a motion at the AGM requiring that they be allowed to see them.
All that is to say, erring on the side of transparency builds trust with your stakeholders because they can see that the Board is doing what it should. And that’s never a bad thing.
If you would like to learn more about recording, storing and sharing minutes, why not register for Lorch & Associates half-day workshop – Minute Taking for Non-profit Organizations.