Agony Uncle: If I’m hosting a board meeting online, can I use a recording to stand as the minutes?
In this help sheet series, Our Community’s resident agony uncle, Chris Borthwick, offers answers to frequently asked questions about issues not-for-profits are facing.
Q. Does a video suffice as minutes of a meeting, and can members request access to minutes/videos of board meetings?
A. The first query is a very good question, and one I've never considered before. The answer, I think, is "no." The minutes are a record of the decisions of the board, and, playing that backwards, the decisions of the board are those things recorded in the minutes, which means that many of the things covered in the meeting and recorded in the video (the weather this spring, the prospects of the Test team, the quality of the ginger biscuits) have to be formally set aside. In practical terms, too, you don't want someone who's looking for an item in last year's minutes to have to live through 15 hours of a recording to find it.
You might conceivably get away with it for a short period in a crisis, but I'd hate to see it become normal practice.
As to minutes: well, yes, of course members can request access. Till they're blue in the face, if necessary. Does the board have to hand them over? That’s arguable, and depends on what's in your constitution and in your model rules. Some constitutions, and some states, take a generous view of members' rights.
In Victoria, for example, the model rules say:
- Members may on request inspect free of charge—
- the register of members;
- the minutes of general meetings;
- subject to subrule (2), the financial records, books, securities and any other relevant document of the association, including minutes of committee meetings.
Even Victoria, though, follows that with:
2. The committee may refuse to permit a member to inspect records of the association that relate to confidential, personal, employment, commercial or legal matters or where to do so may be prejudicial to the interests of the association.
The board is the agency that gets to decide whether releasing the minutes would be prejudicial, which gives it quite a lot of rope.
That said, a good board would want the maximum transparency, and minutes should generally be released unless there's a reason not to release them.
Video, on the other hand, should never be released. Who was it who said, "If all men knew what their acquaintances said of them, there would not be two friends left in the world"? Discussion in board meetings would be unduly inhibited.