Daylighting Board Minutes

Phase I of daylighting the Sawmill River in Dartmouth, Nova Scotia has just been completed. It is just a short walk from where I live. Citizens, many of whom who advocated for the project, are excited to have a glimpse of what had been hidden for 40 years.

Daylighting a river or stream involves bringing a natural watercourse, buried underground in a culvert or pipe, up above ground. The goal is to restore it to a more natural state where the sun can shine on it. Possibly fish can return to using it too.

It occurred to me the idea of daylighting might be applied to board minutes. Can a case be made for bringing them, documents that reveal the work of a board, more out into the open? If so, for whose eyes and to what end? And, are there any complications?

Boards and their work are surprisingly invisible to non-profit stakeholders, organizational staff included. One could identify other governance daylighting measures. These would include open board meetings((For a discussion of open board meetings see Elizabeth McFaul’s 2016 article for Imagine Canada, The Case for Open Board Meetings)), an board page on your organization’s website, activating the role of board members as ambassadors, organizing an annual board-staff social event and creating opportunities for board member-external stakeholder interaction.

Daylighting is all about the value to non-profits of being more transparent. Where governance is concerned there needs to be a balance between openness and privacy. The challenges are well articulated in the 2016 Association Management Centre article The Role of Transparency in Association Governance  by Anne M. Cordes, Mark Engle, and Jed R. Mandel.((On the topic of non-profit transparency from a U.S. perspective, see the excellent piece from the San Francisco-based NEO Law Group, Nonprofit Law Blog Finding The Right Transparency))

Opening up board minutes to some scrutiny may be a small measure, but it is one. What are the issues?

Aren’t Board Minutes Confidential?

Most non-profits probably regard their board meeting minutes as confidential, the property of the board. Legal precedent seems to support the idea that they are not a matter of public record or subject to freedom of information requests.

It is easy to find statements to the effect that board minutes are an important record of the board’s work and may be legally important if the issue of the board’s diligence is ever in question. Regulators, lawyers and, in Canada, the Charities Directorate of the Canada Revenue Agency (CRA), will tell your organization that minutes must be kept. If the CRA audits your organization, they will look at your past board minutes.

Many non-profits have incorporation bylaws that state that their board minutes will be made available to members on the condition of a certain amount of advance notice. The language may be that the minutes ‘may be viewed by members at the offices of the organization’.

This suggests that there is not an obligation to make electronic copies of the minutes available. This is probably wise. The minutes of a single or even one or two board meetings, even if they are well constructed and clear about the board’s deliberations, generally do not provide much context for particular decisions and certainly do not reveal the board’s work over time.

Board Minutes and the Public

Occasionally one sees board minutes published on an organization’s website. But unless your organization is a publicly constituted and therefore a publicly accountable body, like a school board or health authority, I cannot see a strong argument for non-profit board minutes to be made available to members of the public.

My main worry about this practice is that the minutes will be taken with their publication foremost in mind. This can result in sparse recording and the poor use of secretarial powers. I recently posted a piece on these powers.

Once board minutes are old, they are not likely very important documents, except in the rare case where an organization faces a legal challenge that questions the board’s level of attention and/or wisdom.

 Board Minutes and Members

Some non-profits are active in fields where their members or stakeholders are directly affected by board decisions. This includes community coalitions, parents groups and professional associations.  Board minutes may be important to members in scrutinizing their board. They can take on real importance where the membership or even the board itself has become factionalized. I have been asked more than once about the right to access to board minutes by members or stakeholders who have a bone to pick about a particular board decision. They are hoping that board minutes will give them some evidence they can use to support their views.

These types of situations, I think, argue for less board secrecy, and hence more access to minutes. But they also demand greater attention to board-membership communication, board composition and the responsibilities that may go with director representation.

Minutes and the Board

I can almost hear someone saying ‘no one is interested in reading board meeting minutes, least of all board members.’ Reviewing and approving board minutes are often a perfunctory exercise.

Perhaps minutes would be useful they were sent to the board within a few days of a meeting. They would be of value then as a reminder of the decisions made that require board member action before the next meeting. However, since minutes often are held back to be sent out a week in advance of the next board meeting, they tend not to be much of a guide for future action.((Boards who rely on ‘old business and new business’ type agendas, an idea out of Roberts Rules, likely make more use of their minutes. Most boards, especially those who oversee staff, have abandoned this approach in favour of meeting agendas built around key board functions, like approving the budget, and tied to agenda items on their annual governance calendar))

The Mystery of Governance

The daylighting of board minutes is one way to make non-profit governance less mysterious.  Even if meeting minutes do not engage readers in terms of their substantive content, they can offer a feel for the board and its work.

Daylighting board minutes within the organization may have the greatest benefit. What I mean is taking staff into the Board’s confidence. Sometimes boards, and even executive directors, do not trust their staff sufficiently to make the work of the board more visible.  Consultant Jane Garthson, in writing about board transparency, says she thinks that boards may not trust the staff because they worry that “the information will be misunderstood” or that confidential information in the minutes will be released.((See Jane Garthson’s June 2006 Charity Village article Governance Q&A: Transparency vs Secrecy)).

Boards may need to show more faith. There is probably no need to have confidential information in board minutes or, when there is, then those minutes can be treated differently. The handling and reporting of confidential personnel and contract information at the board level deserves their own recording protocols. More on this in a minute.

Here are some measures that can strengthen the connection between boards, staff and volunteers that are not likely to result in a confusion of roles. Board minutes are the last on the list but for some organizations this is can be an easy step to take. 

1. Board member participation in organizational events and celebrations
2. Introduction of board members to staff
3. An annual board organized and hosted social event for staff
4. An occasional open board meeting
5. Board member tours of the organization’s offices
6. Staff involvement in board member led strategic planning
7. Posting of board meeting minutes on the bulletin board in staff lunch room 

What about Confidential Issues?

In my view board minutes are no place to store confidential information. Boards should carefully consider what they consider confidential and then how, or at what level of detail, confidential discussions are reported. Minutes are not the only documents that come before a board and need not be the only ones that leave changed.((Boards will, in the course of their work, have before them confidential documents. These will include contracts, executive director evaluations, and committee recommendations. There is no requirement to report in the minutes details from these that might, by being released, cause harm to a person or to the organization))

In two publications, on this site, a Guide to Great Board Minutes and In Camera Board Sessions: Careful How You Use Them, I have tried to take some of the guess work out of what to include, how much detail to record and how to report on confidential matters. My advice is that minutes should be constructed so that they are of value to someone who was not at the meeting, including people who are not board members.

The idea that board minutes ought be more accessible, not a secret record, is not a call to capture less about a meeting, or create two versions of board meeting minutes. Good minute taking practice should be the same regardless of the extent to which one’s board minutes are brought out into the open.

Should you have a daylighting conversation?

While greater governance transparency should be important to all non-profits and the deliberations of their leaders are part of this, increasing access to board minutes is probably not the most important mechanism. However, the question, “what is our feeling about providing greater access to our meeting minutes”  can be a good discussion starter. It certainly can lead a board to take a closer look at how they construct their minutes and then to what else they might do to open their boardroom doors, figuratively at the very least.

Perhaps daylighting minutes can bring a bit of light and life to boards and their important work.

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The photo above is of a section of the Sawmill River daylighting project. Near this spot the water flows into Halifax Harbour. The flow of water was buried in a culvert following the flooding of the Dartmouth downtown in the wake of Hurricane Beth in 1971. The source of the water is a series of lakes. Indeed the city is referred to locally as the City of Lakes.

In the 1860’s a canal was built connecting Halifax harbour with the Bay of Fundy via a marine railway, a series of seven locks, a chain of lakes and the 72 km long Shubenacadie River. There is more information about the canal on the Shubenacadie Canal Waterway website.

There is a similarly named river that flows through Yonkers, New York into the Hudson River. Polluted in the 1920’s the last half-mile of this watercourse was routed into tunnels and culverts under the downtown for almost a century. It was daylighted across 6 downtown blocks starting in 2010.