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David Hosley on Board Development
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I am a board member of a local musical arts organization (choir). We are a 20 year old small grassroots organization looking to take it to the next level. Some of the choir members have asked to attend our board meetings. I am concerned because at our board meetings there is a lot of private information about staffing, performance, funders etc. Is it customary or "best practice" for a non-profit organization to open up the board meetings to the public? Reg Duhe, Board Member, Oakland Interfaith Gospel Choir, Oakland, CA

Yes, your board meetings should be open to the public. However, when discussing personnel matters or litigation, the board can go into executive session. The chair would then announce, in general, what was discussed and then resume the open meeting. The executive session should be included in the meeting agenda, and best practice is to give public notice of all board meetings. That can be accomplished on your web site. We run an announcement on our station.

As you grow, you'll find that governance becomes more formalized. It can be challenging to go from a "worker bee" board that's involved with both the singing part of things to the fiscal oversight, strategy and programmatic review that a board does. But the increased structure will serve you well in the long run.

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I am a board member of a local musical arts organization (choir). We are a 20 year old small grassroots organization looking to take it to the next level. Some of the choir members have asked to attend our board meetings. I am concerned because at our board meetings there is a lot of private information about staffing, performance, funders etc. Is it customary or “best practice” for a non-profit organization to open up the board meetings to the public? Reg Duhe, Board Member, Oakland Interfaith Gospel Choir, Oakland, CA

It could be that you have some very engaged choir members who are expressing a willingness to participate in an expanded leadership capacity within the organization.  Expanding the board may be a good option for taking this organization to the next level.  If this is the case, it might be appropriate to explore how and in what capacity choir members (and donors, volunteers, community leaders) would like to step up their involvement.  An expanded structure of board committees may be a way to invite and increase the involvement of people who may subsequently be invited to the board.

On the other hand, it could be that the members and the board are not in synch on how the organization is being run, or there is a disconnect between them on current operations or future directions for the organization.  Transparency is a good standard for most nonprofit operations.

I agree that sensitive or confidential matters are best left to a closed executive session. Depending on the size of your board you could hold working sessions with just the officers and executive director to address these items.  In this structure, the full board is convened to ratify actions proposed by the executive committee or committee chairs.  Members and/or the public could be invited to observe the full board sessions.

»» Posted by: Kathleen Costello, Gianneschi Center for Nonprofit on January 15, 2008 11:42 AM

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Per your stipulations, could you please elaborate on the definition of “open” for a nonprofit charity board meeting 501(c)(3) ?  (I am speaking specifically about a snooty elitist nonprofit with a $3-4 million annual budget.)
Specifically, must the nonprofit rountinely advertise the date/time/location of meetings along with an (actual or implied) invitation to interested dues-paying members to attend? Should this be published and not be an intimidating fishing expedition to just get this information? Does a nonprofit have any option or right to dismiss this responsibility of open board meetings? Is there legal resourse to open up this function, should the institution essentially refuse to be friendly and forthcoming about such invitations/announcements about these board of trustee meetings?
Please quote legal precedents or IRS law requirements if they are available.  Finally, you say the public (members) “could be” invited to attend full board sessions… How about “are required to be” invited… ???
Thank you very much.

»» Posted by: Frank Walsh on March 7, 2008 05:10 PM

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Q. Are public benefit corporations subject to the open meetinq requirements under California law?
A. No. Legislative bodies, school districts, and governmental entities and their subsidiaries are subject to the open meeting requirements. Most charities do not fall into these categories. Some charitable organizations may be considered “government entities” because of substantial government funding or government agency affiliation. If you believe a charity is closely affiliated with a government agency, contact that government agency to ask about your rights to attend the charity’s meetings under the open meetings requirements.

From:  California Attorney General’s Guide for Charities, 2005. p 25.

»» Posted by: Patti Larson on July 31, 2008 03:50 PM

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