Can Board Members Meet in Private?

People are always suspicious of anything they haven’t seen or heard in person, and the constant news of unpleasant events has developed their critical thinking, but that’s not a bad thing. At the same time, the purpose of non-profit organizations is to serve the common good, and so others expect them to be completely transparent in their actions and to be accountable in detail. Staying open while maintaining confidentiality is no easy task. In this article we will look at: can board members meet in private, and how to maintain transparency.

Can board meetings be private?

According to the general board bylaws, discussion of board business outside the walls of general board meetings is prohibited. Also, members are prohibited from having private conversations with the board chair or other members about board business.

But when it comes to general board meetings, there are instances where the board must meet in complete privacy, with no unauthorized non-board members present, and this happens during executive sessions.

Board transparency: can meetings be informal?

No matter how you look at it, friendships can develop between board members throughout their time together, and topics that affect their work are bound to come up during conversations. That said, board members should keep in mind the fact that they are not allowed to meet informally to discuss voting results.

Also, members should be aware that even informal meetings may be considered full board meetings under the Open Meetings Act. Those organizations that are not covered by this law are, in turn, subject to the requirements of special regulatory agencies following the procedures for meetings open to the public.

If suddenly, someone files a complaint that the board has held a formal meeting under the guise of an informal meeting, the court will make the final decision on the matter. The appearance of the participants, the setting, and the topic of discussion will be taken into account in making the verdict.

Appropriate use of executive session

If the board needs to conduct matters that are too sensitive, unavailable to the public eye, they can declare an executive session. In such a case, all persons who are not on the board are required to leave the room, the only ones who can remain are the lawyers, since the discussion of the items that follow may require their evaluation and opinions.

The public is very wary of such actions because they are suspicious of discussions that are incompatible with the law. This is usually due to the public’s lack of knowledge of the board’s legal responsibilities and their need for completely private discussions. Because of this distrust of the public, the board is forced to reduce executive sessions to only the most extreme cases.

Social media and board privacy

In the age of social media, there are many opportunities, but also many dangers. For those legally responsible, social networking is a very cautious business, one wrong step, and one wrong word and you can already be in violation of company privacy rules, which not only could get you removed from your position, but also could hurt the company.

However, technology is also a great way to keep a company transparent and accountable. If you use social media in this way, it will go a long way toward increasing public trust.

To show the transparency of your circuits to the relevant authorities, you just need to use board portals that can securely and centrally store all board-related information including minutes, agendas, and other documents.

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