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  • 1.  Board meeting minutes

    Posted 06-13-2017 02:16 PM
    A new member of our staff asked to read our board minutes. Our minutes usually contain much more than motions and initiatives; there are summaries of discussions and opinions. Although we subscribe to complete transparency, I am concerned for the privacy of our (33) trustees. Going forward, I will ask that our minutes adhere to a more succinct (per Robert's Rules) format. Does anyone have any thoughts about how I might address the request of our new staff member?
    Thank you.

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    Debbie Petersen
    Chairman, Board of Trustees
    National Museum of Wildlife Art
    Jackson WY
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  • 2.  RE: Board meeting minutes

    Posted 06-14-2017 06:13 AM
    Have you reviewed your own bylaws? There is often direction within them that dictate access and distribution. Official board minutes should reflect board actions and decisions, not be used as transcript. These are documents that could be requested by the IRS as part of review of the organization. Think of them as the record of institution, not meeting notes. 
     
    As for your staff request, if the minutes are reviewed and approved then it seems a reasonable request. If it's for a most recent meeting perhaps the minutes can be revised prior to approval. If it's for minutes from many past meetings the issue is larger from a practical perspective (since the minutes are final and the volume is larger). If there is particular information that's sensitive perhaps explain the error of the board to the staff person and create a motion at the next board meeting to redact personal information, re-approve and then distribute. At least be open with person that their request is reasonable and the board will work to honor it in a timely manner and correct a mistaken practice. Thank him/her for helping reveal this procedural error. Seems that honesty and openness would help. 

    Fyi, not a non-profit lawyer here, so this suggestion is more from the perspective of board member and layperson, for what it's worth.

    Good luck,
    Seth

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    SethFrankel
    Principal, Studio Tectonic
    Boulder, Colorado USA
    seth@studiotectonic.com
    www.studiotectonic.com
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    Original Message


  • 3.  RE: Board meeting minutes

    Posted 06-14-2017 09:23 AM
    As someone who believes museums should be as transparent as possible, without divulging private personal information regarding sensitive subjects, I have long felt board meeting minutes should be publicly available in some convenient manner.  For example, I would put them on the museum's website.  Of course, whenever I have suggested the idea, boards have been reluctant and thus the notion has not materialized on my watch.  Regardless, unless your museum's minutes contain information that is of an obviously private nature (some personnel matters come to mind), I see no reason not to let the emploiyee see them.  But, as wisely noted, do check the institution's By-Laws.  Also, it may be something to have the board approve in an official manner...and recorded in the minutes...  

    Steve

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    Steven Miller
    Executive Director
    Boscobel House and Gardens
    Garrison NY
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    Original Message


  • 4.  RE: Board meeting minutes

    Posted 06-15-2017 12:39 PM
    I would agree with comments posted previously.  We've spent alot of time on this topic and continually review our practices.  In my opinion, Board minutes should be readily available for anyone to read.  Best practices would indicate they should be written as if they are for public consumption (i.e. Board members not in a committee meeting may request minutes from a different committee, IRS may require them, Financial audits may require them, funders may ask for them, etc.).  Therefore I would advise in the future not including specific board member information.  Minutes are meant to be a reflection of the business of the organization, major topics covered and decisions made... not a recording of individual board member statements, opinions or thoughts.  

    For those minutes that you are concerned about from the past, I would redact any information you are concerned about and explain to the staff member why you did it.  Going forward, you may want to consider changing practices.  The minutes can be a good tool for your staff to understand what is happening from a governance and strategic perspective.  We post all minutes (committee meetings and board meetings) to an intranet site for all board members and staff to view, and our board books are distributed widely (they include Board meeting minutes and an executive summary of all committee meetings).  Hope this helps.




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    Shawn VanDerziel
    Chief Human Resources Officer and Chief of Staff
    Field Museum of Natural History
    Chicago IL
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    Original Message


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