Dear Nonprofiteer,
The church to which I belong holds monthly board meetings to conduct church business. As a member of this community I wish to attend if for no other reason than to observe and better understand the issues and challenges that our face our congregation. I am told that our by-laws do not allow my attendance other than at yearly annual meetings which are more of a presentation of selected information than an actual meeting in any sense of the word. I have checked the by-laws and indeed they state in part: “Due to the confidential nature of some agenda items, Board Meetings are not open to the membership.”
While I don’t doubt that there are confidential items that are best handled in private, I feel this is a cop-out as any meeting can be organized so that there are public and private portions. After all we, the congregants, are the owners of the church, not the board which is currently operating as an ivory tower.
When I served on my Condo board we were structured in such a way that the first portion of the meeting was open to homeowners who could come and ask questions/make comments followed by the public portion of the meeting during which time they could stay and observe but not comment. While it sometimes made for long meetings it was an effective tool in allowing our stakeholders access to the board and the transparency proved to be vital.
As a stakeholder in my church, should I not be allowed the same access? Besides, aren’t there legal requirements that board meetings be open to their stakeholders (I think it’s called the Brown Act)?
Signed, Disenfranchised Congregant
Dear Disenfranchised:
You’ve raised two separate questions (at least two)–whether it’s a good idea for Board meetings to be open to church members, and whether it’s required by law or custom. Unfortunately, the answers to these questions point in two different directions.
The Brown Act is a California state statute requiring open meetings by local government bodies, which has served as a model for Open Meetings Acts around the country. Though nonprofits aren’t local governments, in any state the legislature or courts may choose to make applicable the open meetings act to the meetings of charity Boards of Directors; so the Nonprofiteer can’t say definitely that it doesn’t apply in the case you’ve described.
BUT. The First Amendment to the U.S. Constitution, which prohibits establishment of religion and guarantees the free exercise thereof, pretty well prevents most governmental bodies from inquiring closely into the operation of churches. The only way to maintain the separation of church and state is to keep the long arm of the law from reaching past the church door; so, even if some Brown Act-equivalent applied to other nonprofits in your state (such as your condo association), it couldn’t be applied to your church. No sane State Attorney General would even try.
So that means, as a member of the congregation, you’re pretty much on your own. The first place to look for assistance is the place you’ve already looked: the bylaws. Don’t be discouraged just because those bylaws say that Board meetings are closed; instead, see what they say about the bigger question, namely, who “owns” the church? Are members of the Board of Directors elected by the congregation, or is it a self-perpetuating Board? Can changes to the bylaws be made by the Board alone, or must they be approved by the congregation? The answers to these questions will tell you whether congregants are, in fact, members of the governing community, or whether you’re just guests at the feast.
If you [congregants] can fire the Board of Directors and/or amend the bylaws, it seems to follow that you can insist that the Board and the bylaws conform to your desire for open meetings–assuming that your personal position on this subject is also the position of a majority of your fellow-congregants. The Board should respond to reasoned discussion of the subject, but if it doesn’t, you simply vote the bastards out at the next scheduled opportunity.
If, however, the church Board is self-perpetuating, or appointed by a synod of your denomination, then you may be out of luck. In that case the church “belongs” to the people who set it up, and your only choice is to play by their rules or take your ball and go home.
None of this, of course, suggests that it’s actually a good idea for Board meetings to be closed at any kind of nonprofit agency, secular or religious. Sunshine, as the saying goes, is the best disinfectant, and most agency decisions should be suitable for examination in the light of day. There will certainly be confidential issues–especially personnel matters–that shouldn’t be discussed in an open meeting; but that’s a reason to go into occasional Executive Session (which Robert’s Rules of Order allows, whether or not the bylaws mention it), not a reason never to be in open session.
So: good practice is on your side, but the law won’t help you. The bylaws may, by demonstrating your ownership of the institution; but if they don’t, it may well be you don’t want to belong to a club that wouldn’t have you as a governing member.
