Extent of Board Member's Authority

I am a new Board member. I was under the impression before running and after reading CAI expert articles that once elected I would be privy to any and all documents of the corporation, financial, personell contracts, vendor contracts, community maintainance work logs, committee minutes and any other documents of the community in order to perform in due dillagence to the position of board member. Again I was under the impression that I was now one of the top echelon and it is my duty to understand everything possible about the organization. My question is, can the board by majority, pass a resolution to impede your duty by having every request for these documents to review, or copy for farther reference, to be brought before the Board for approval. Put another way, can a motion be passed that you have to go before the rest of the board to request to see a document.

Albert,

If you have been elected to the board by the members and are a voting member of the board, then you should be privy to all records of the assn. IMO, you should not have to have your request for certain docs (unless they are confidential) approved by the board. Does the board give a reason for this procedure? All members of the board should receive a copy of the board minutes and financil statements. All contracts and insurance policys should be reviewed by the board as a whole. What other records do you want to see or have copies of?

The Board can only limit the access of another Board member if the by-laws allow such a move. The first place to look is your by-laws. Typically a Board member has unfettered access to all information in the corporation. There are exceptions and those typically involve having a Board of Trustees and Board of Directors. In those cases the Trustees have a little more power and responsibility. But the difference is very narrow.

having said all of that, your whole question raises more questions in my mind. Like what are you looking for? And did you bring an ax to grind? Quite honestly, the only confidential documents I can imagine you needing regular access to would be account histories as you have a vote concerning an owner. And at that time, the entire history should be before you at any rate.

I would like to reestablish my question. There seems to be some confusion. First, I am a newly elected director, one of seven. I am one of the top “Heads”. There is none higher except the membership. With all respect, to ask me what do I want with any documents has no relevance on my question. If they are confidential, are they confidential from the head’s of the organization? Who is higher to deny them? As far as why do I want to review committee minutes, remember I am new and I want to see what their work is all about for many reasons, financial, need of volunteers, or just to familiarize myself with community organizations. Contract’s and other work logs are not discussed at every meeting, many of them are already in force and would not even be discussed but as a new board member it is my responsibility to know what is in force and the provisions of the contract’s. When a comment is made that I will have to pay for copying, it leads me to wonder if my message was clear. As a member of the board, on company business, there is no charge. I’m not speaking as a member but as a director with an elected duty. Please don’t take this offensively, I am only trying to present my issue. I thought that it was a question that would have a very direct answer.

There are always two sides to any story.

We have heard what Albert would like us to hear.

I would love to hear the side of the remaining Board members and WHY they would take the steps Albert has claimed they have to prevent his getting ALL the Board's records.

In 21+ years serving on our Board now as President for 5 I have never had any new Board member take the sort of action Albert seems to be asking for.

Why as a new Board member would you demand copies of all the documents mentioned?

I would think learning your role as a Board member would be more then enough.

Something just doesn't sound right to me.

Perhaps, it is the remaining Board members that now have a problem.....

Gerald - you said: "Or maybe even some input for fine tuning a contract mid-stream before a problem occurs."

Sorry - I call that micro-managing.

As a board member, I would need to kmow that there IS a contract in force. If there is a problem, it can be a board issue to bring it out and re-evaluate. At budget time, it might be discussed and reevaluated.

If it is a committee decision, then THEY will do the vetting and the board makes the final decision.

If it ain't broke, don't fix it.

At budget time, see if it's broke.

Albert,

First, I will agree with others that you (and all BOD members) should receive a book with most of the information you are requesting in a book. The book should have as a minimum:

• copy of all governing documents including all amendments


• copy of the current budget


• copy of current contracts


• contacts for other board members and management


• membership list

I would think also you should get a monthly copy of the financial reports. This is perhaps the most sensitive part of your job since it entails (or should include) a list of every account receivable.

It probably would be best to have a copy of each meeting's minutes included in the book for the last year. And committee reports should also be in there as well. And no you should not have to pay for copied of any records you need to do your duty. And no, you should not have to justify every request for information.

Now having said that, i will go back and say that it would appear at first blush (and this is only an appearance) that you might have come onto the Board with an ax to grind. You may not have and may indeed only be trying to get a very firm grasp of where your organization is coming from and going towards.

If you are indeed only trying to get to the root of all that is your organization great. If you have some ax to grind, I would respectfully ask that for the good of your association you set it aside at least for the first six months and then decide if it truely needs to be ground.

You may not have an ax to grind. And you may have one to grind that needs some grinding. We don't know. But often what is not said speaks louder then what is said. And right or wrong, you may have given other BOD members an impression of what you are about. Remember that you have one vote of seven. And to be effective you will need to be able to influence (and be influenced) by three others on a regular basis. You don't always have to agree. And I think it is best if a board doesn't always agree. But you do need to work with the other six people regardless of difference in opinion.

Go back to Roger's answer - your state's non-profit corporations act should allow you to see whatever you want to see. The ONLY things that would be excluded is if you were in litigation with the board, a board member or the association, and then only the documents and discussions pertaining to that, or if you have a conflict-of-interest, (i.e. a relative is bidding on a contract with the association - you shouldn't see the bids nor vote on the contract). You have a right to see anything and everything you ask for. You don't need to give a reason - your fiduciary responsibilty covers all questions. There should be no charge for copies, as it is for the business of the association. You were elected to govern, and whatever you need, in terms of background information or papers, to do that effectively, should be provided.

Before any vote to limit your ability to get the information, put a motion out to get a written opinion from counsel, as to it's legality. IMO anything less than full access could require you to breach your fiduciary responsibilty by having you vote on issues you may not have all the information you need to make a full and informed decision.

Even if someone's motives MAY be to cause problems or possibly be disruptive, if an elected board member requests to see documents - they should be provided! Motives are not an issue -

Joe