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Should minutes reveal how directors voted?

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Should minutes reveal how directors voted?

A member of our nonprofit swim club has offered a bylaw amendment requiring that Board minutes be made readily available to all members and that votes not taken in executive session be incorporated in the minutes, including the voting results by name. Votes on sensitive issues (personnel for example) need not be so published. What do you think?

The members obviously have a right to see the minutes and there is not much advantage in making it hard for them to do so.

I am not aware of any law that requires the minutes to include the breakdown of voting, but there is a general rule, included in some state nonprofit corporation statutes, that a director will be presumed to have agreed with the action of the board if he or she was present and did not note dissent in the minutes of the meeting at which the action was taken.  Therefore, it could be very beneficial to someone who votes "no" on a project that leads to trouble to be able to prove that he or she opposed from the start.  If, for example, the board decided it was too expensive to have a lifeguard after 7 p.m. and someone drowned at 8 p.m., the estate may look for compensation to the directors who made that decision with foreseeable consequences, particularly if the claim exceeds insurance limits.  If the minutes don't record a dissent, it is likely that everyone who was present will be deemed to have agreed.  If the minutes recorded the vote as 7-2 without identifying the 2, there could be some interesting trial testimony about who the 2 really were.

My favorite question about nonprofits is: Whose organization is it?  Since this one is the members' organization (and not the board's), as a member, I would want to know how my elected representatives are voting.  I recognize that most people don't really care, but I think they have the right to know.

Tuesday, October 19, 2010

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