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The Diligent team
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Are nonprofit board meeting minutes public?

September 26, 2018
0 min read
A nonprofit board holding a meeting

As with many governance-related issues, there's no fast and easy answer to the question, 'Are nonprofit board meetings public?' The honest answer is, 'It depends.'

State laws govern charitable organizations and nonprofits. Some states have laws that require some nonprofits to let the public participate. For example, some states require publicly funded state universities to allow the public to participate in their meetings because their tax dollars are funding the institutions. Sunshine laws in various states and the Right to Know law in Pennsylvania are examples of laws that outline which types of board meetings must be open to the public. Typically, open meeting acts are limited to government and school boards.

There are several pros and cons to having open meetings. Open meetings would mean that the meeting minutes would be open to the public as well. Having open meetings also calls into question how boards can be transparent about their business without breaching confidentiality requirements.

Can Anyone Show Up at a Nonprofit Board Meeting?

Unless the laws or bylaws indicate differently, nonprofit board meetings are usually closed. In fact, nonprofit boards tend to be pretty insular with respect to their meetings in general. While certain situations suggest that nonprofit boards should seek outside, third-party expertise, they often don't pursue it.

Organizational bylaws usually indicate whether board meetings are open or closed, and whether they can share board meeting minutes with their members or members of the public. If this issue isn't clear in the existing bylaws, boards should put it on their agenda for discussion. Some funders may require open meetings, so they can gain assurance that their donations are being used for their specified purpose. This is a tender issue for some nonprofit board members who believe that whatever goes on in the boardroom, should stay in the boardroom.

Benefits to Opening Nonprofit Board Meetings and Board Meeting Minutes

Nonprofit boards are as unique as the organizations that they oversee. Every organization has its own culture and dynamics. While most nonprofits find it unhelpful to open their meetings and minutes, some nonprofits have stepped outside the box and allowed the public to participate in their board discussions completely, or at least on a small scale.

Some boards find it helpful to open their boards to the public because it offers them the benefit of including new voices, perspectives and feedback in the board's decision-making. Technological advances such as teleconferencing and videoconferencing can make this a reality. Social media platforms are another way that boards can gain insight from outside influences to cast a wider net of thoughts and opinions. These are additional ways to add diversity, especially if the board is small. Open meetings offer a more democratic approach to information that's typically closed off to the public.

Opening meetings can be a mutually positive experience for guests and the organization. Board meetings offer guests a sense of community and a small stake in ownership by inviting them to attend and to express their opinions.

The new trend in open meetings offers benefits for organizations as well. Outsiders are more willing to speak up about unpopular thoughts and ideas, which may successfully challenge a board that regularly caves in to groupthink. As the public learns more about the organization, it piques their interest and may serve as a recruiting tool for new members or volunteers. Opening up board meetings and minutes may also pave the way to cultivating new leaders.

Boards can effectively use their executive committees to discuss exclusive or sensitive matters.

Negatives to Opening Nonprofit Board Meeting Minutes

There are several good reasons why nonprofit organizations choose to keep their board meetings and minutes closed. Opening the door to board business can complicate board matters unnecessarily and eat up precious board meeting time.

Disgruntled individuals may take advantage of the opportunity to air their grievances publicly and spread unrest throughout the organization. Getting too many differing opinions can muddy the waters on an issue, perhaps bringing an important issue to a halt. Guests may not be familiar with best practices for good governance, failing to recognize the board's fiduciary and legal duties.

Community-Engagement Model Is an Innovative Approach

Nonprofit boards don't necessarily need to take an 'all or none' approach to opening their board meetings and minutes. An alternative approach is to invite a small group of 50 people or fewer from various aspects of the nonprofit's work and ask them to offer their input at a meeting. Nonprofit boards can pursue this model and still retain the right to vote on financial and legal issues. This model may be worth trying if traditional models aren't working.

Diligent's virtual data rooms provide a secure, online space where boards can invite the perspectives of others without compromising security or confidentiality. Virtual data rooms also allow participants to share documents securely online.

Board management software also provides a secure platform for board business so that boards' desire to keep their meetings and minutes closed and secure is possible.

Transparency vs. Confidentiality

Boards that decide to keep their meetings closed should be aware of the differences between transparency and confidentiality. Discounting the exceptions for government boards, as noted earlier, most nonprofit organizations are private corporations and don't have to be open.

Nevertheless, nonprofit boards must file Form 990, an income tax report, annually. IRS forms are public information, so the public can obtain certain pieces of information about nonprofit organizations from them.

Nonprofit boards don't have to share their meeting minutes, policies or audit results with the public. They don't have to share the contact information for board directors either.

Boards do have to disclose all information from their Form 990, as well as executive salaries, the names of their largest donors and the names of their board directors.

There's one other word of caution. Board directors may not speak on behalf of the organization unless they've been authorized to do so. Speaking out without permission is breaching their duty of loyalty and could harm the organization's reputation.

The benefits in keeping nonprofit board meetings closed currently outweigh the benefits of opening meetings up to the public. Before you ask yourself, 'Are nonprofit board meeting minutes public?' it's wise to think things through. Boards that have contentious or disgruntled members, volunteers or others with strong dissenting opinions may find that it's best to keep meetings closed if they can. Boards that wish to open the door slightly to outsiders now have the option of using Diligent's Boards platform to conduct board business with fidelity by setting up the user permission capability to restrict board meeting attendance to those who truly belong there.


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