Q&A: Can Members Inspect Board Meeting Minutes?

In some cases they do. Consider three possible sources for such a right of inspection.

Does a church member have a legal right to inspect minutes of church board meetings?
First, if a church is incorporated, it is possible that state nonprofit corporation law gives members a right to inspect board minutes. To illustrate, the Revised Model Nonprofit Corporation Act, which has been enacted by several states, gives members a right to inspect the minutes of board meetings if the member’s demand is made in good faith and for a proper purpose; the member describes with “reasonable particularity” the purpose and the records the member desires to inspect; and the records are directly connected with this purpose. The Act specifies that a church’s articles of incorporation or bylaws “may limit or abolish the right of a member under this section to inspect and copy any corporate record.” This right of inspection only applies to members of churches that are incorporated under the Revised Model Nonprofit Corporation Act. Note that some states that have enacted this Act have modified some of its provisions. So, it’s best to check with a local attorney to see if members of your church have a right to inspect board minutes under state nonprofit corporation law.
Second, a church’s governing documents (e.g., articles of incorporation, bylaws) may give members a right to inspect board minutes.
Third, members and nonmembers alike may compel the disclosure or inspection of board minutes as part of a lawsuit against a church if the minutes are relevant and not privileged.
In summary, board minutes may be subject to inspection by both members and nonmembers. It is important for board minutes to be written with this in mind. To illustrate, when sensitive personnel issues are discussed in a board meeting, the minutes ordinarily should not contain a lengthy narrative. Brevity usually is more appropriate. Check with a local attorney for guidance in drafting board minutes, especially regarding the discussion and handling of sensitive or confidential issues.
Richard R. Hammar is an attorney, CPA and author specializing in legal and tax issues for churches and clergy.

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