Is it legal for the minutes of a meeting of a nonprofit corporation’s Board of Directors to exclude ALL names so as to protect privacy?
As surprising as it may be, there is probably no definitive statute or legal case on this question. It would be a matter of state law in each state, but I would guess the most likely answer is that there is no prohibition on omitting names. That does not mean that it is good practice, or that Members of the corporation (who function somewhat like shareholders of a business) or Directors could not demand names, at least as to contested votes of the Board.
Most state nonprofit corporation laws allow Members and Directors to review the books and records of the corporation. Minutes are an integral part of the records, both for recording what the Board has authorized the corporation to do or not do, and for historical records.
Where there are no minutes, the actions of the Board can be proved in court by testimony about what happened. But when there are minutes approved by the Board, the minutes are prima facie evidence of the Board’s actions. It would probably be legally sufficient to note that a quorum was present and that an action was approved by a requisite vote or without objection. But where the vote was contested, a dissenting Director would want his or her personal dissent recorded or it is likely to be presumed that he or she agreed with the decision. Where Directors are elected by Members to represent their interests, it certainly seems appropriate that the Members should be able to find out who participated in decisions and how they voted.
There may be certain types of information, such as personnel decisions, individual patient or client matters, or choosing among various candidates for a position, where it is appropriate – perhaps even required – to keep names private. But for most matters, especially voting matters, I would not recommend it. (See Ready Reference Page: “Preparing Minutes of Board Meeting is Usually More Art Than Science.”)
Friday, October 26, 2007
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