Question of the Month - Open Board Meetings

Question of the Month - Question of the Month 2009

Do all nonprofits and churches have to hold open board meetings?

Generally, the directors of a nonprofit corporation, particularly if they are not membership organizations, do not have to hold open meetings and may meet with only the directors present. So-called “sunshine acts” apply to governmental agencies, and it is very rare that a nonprofit is so entwined with government that such an act applies to the nonprofit.

Where a nonprofit has members like a church who have the right to vote for directors, the members can sometimes ask that the meetings be generally open to them. If they are not satisfied with the response – and if they have the votes – they can change the directors until they get the response the want.

Most state nonprofit corporation statutes permit bylaws–and anticipate bylaws–but do not actually require bylaws. In many such states, the statutes provide basic procedural rules for governing the organization in the absence of bylaw provisions to the contrary. But it clearly makes sense to establish your own rules of governance in bylaws and have them readily available for everyone to review. It is particularly important in those states where you must put limitations on director liability and provisions for indemnification in the bylaws if you want to avail yourself of the protections.