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Where are the Board Meeting Minutes?

Discussion in 'Member Feedback' started by deilenberger, Oct 30, 2009.

    deilenberger guest

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    If I look in: http://bmwcca.org/index.php?pageid=meeting_minutes - I find we seem to be missing the minutes for at least the last several BoD meetings. June was almost 6 months ago - it would seem the minutes should have been released by now.

    What's up with this? :mad:
    • Member

    BMWCCA1

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    They're up now (can't tell when they were put up) but you have to be a bit of a detective to find them since the name of the file is "October 2009 Board meeting Minutes". Here: http://bmwcca.org/content/m102009.doc.

    So I suppose that begs the question: "Where are the minutes of the October board meeting?" :confused:

    deilenberger guest

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    Phil,

    It does seem as if something is amiss. I'll try to be kind and remember to "Never attribute to malfeasance that which can be explained by incompetence."
    • Member

    BMWCCA1

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    Then, of course, there's the business that gets conducted in "executive session" that the membership never hears about. Maybe that's where the decision to raise dues took place since the June (October?!) minutes simply say the discussion on that topic was tabled for consideration at a later date. :confused:

    To the best of my knowledge such "sensitive" sessions were originally intended for personnel issues. Nowadays it may have gone quite a ways beyond that and is used to keep private anything the board talks about they don't think the members should know. This is just speculation but then how will we ever know? Not sure where the authority comes from to interpret what gets discussed in "sensitive" session or "executive" session as the minutes report. The bylaws are silent:
    and the Ops manual policy can be changed at the will of the board without member discussion, but here's the current policy from the current Ops manual:

    Can't say I've ever noticed in the meeting minutes a vote on taking a discussion "sensitive". In the olden days the board operated with a policy manual above and beyond the Operations Manual. The policy manual's intended purpose was to make any policy decisions, interpretations of bylaws, and other action taken by the board specific to Club policy available to the members and new board members.

    The Ops Manual can be changed by the board so carefully compare the proposed bylaw amendments referring to election procedure and notification with the current guidelines in the operations manual for meeting notification, etc, because if could disappear at any moment and it currently puts a larger onus on the board to keep the members informed than the language in the proposed bylaw changes.

    -Phil

    deilenberger guest

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    Being somewhat active in local politics - there is in NJ what's called a "Sunshine Law" - as in letting the sun shine on the activities of public boards/services. It makes it illegal to hold meetings in private. It defines the number of members of a board that make a "quorum" - preventing private unannounced "accidental" meetings by a board. It strictly defines the topics that can be used to call for an executive (closed-door) meeting. It also requires that the minutes of the executive meeting be made public in a timely manner.

    The reasons allowed for executive meetings in NJ government are:

    1. Any matter considered confidential by federal law, state statue, or court rule;

    2. Any matter in which the release of information would impair the receipt of federal funds;

    3. Any material which would constitute an unwarranted invasion of individual privacy if disclosed;

    4. Any collective bargaining agreements or other discussion of the terms and conditions of a collective bargaining agreement, including negotiations leading up to such an agreement.

    5. Any matter involving the purchase, lease or acquisition of real property with public funds, the setting of banking rates or investment of public funds where disclosure of such matter could adversely affect the public interest.

    6. Any tactics and techniques used in protecting the safety and property of the public and investigations of violations or possible violations of the law.

    7. Any pending or anticipated litigation or contract negotiations in which the public body is or may become a party, and any matter falling within the attorney-client privilege, to the extent that confidentiality is required to preserve the attorney-client relationship.

    8. Personnel matters related to the employment, appointment or termination of current or prospective employees, unless all individuals who could be adversely affected request, in writing, that the matter be discussed at a public meeting.

    9. Any deliberations of a public body occurring after a public hearing that may result in the imposition of a fine upon an individual or the suspension or the loss of license or permit belonging to an individual.

    The New Jersey courts have recognized the potential for misuse of the closed session exceptions by public bodies and have, therefore, strictly construed these exceptions in an effort to further the legislative intent of providing open public meetings in most stances.

    C. MINUTES

    The Law requires the public body to keep reasonably comprehensible minutes of all its meetings, showing the time and place, the members present, the subjects considered, the actions taken, the votes of each member and any other information required by law to be recorded by minutes. These minutes are to be made promptly available to the public.

    In addition, the Law requires that a statement be entered into the minutes at the outset of each meeting indicating (1) that adequate notice has been provided (specifying the time, date, and manner in which the notice was provided), or (2) that adequate notice was not provided and an explanation for the failure of public body to provide adequate notice.

    While not all of these exceptions would apply to a not-for-profit club board, the general intent of them would - to keep club business from being conducted in secret. At the very least I would hope the phrase " and other topics determined by the Board" be stricken from the bylaws and that minutes must be kept AND released to the general club membership of any executive meeting.

    It sounds to me as if you were the victim of a retaliatory action by someone in power for asking that the club bylaws be followed. That's the very reason the minutes of an executive session should and must be made public.
    • Member

    BMWCCA1

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    It's not about me.

    I chose my license plate "BMWCCA1" and use that as my login name here to exemplify that I put the BMW Car Club first. It began as a joke when serving on the board with BMW CCA member #2. As the president, I was Number One and he was always member Number Two. My interest is in seeing that the Club lives up to its mission as a club, serves its members, and supports it chapters. That's been my campaign theme in the six or seven times I've run (and won) as a board member.

    It's not that hard for all board members and the executive director to abide by the bylaws and adhere to the procedures outlined in the Operations Manual. And when they don't, it is not right if they use tactics to suppress discussion, or worse, without informing the membership. The three bylaw amendments proposed in the upcoming election are all in response to issues I raised at board meetings in 2008 and concerns I had for how the board conducted its elections last year-back when the board and the executive director could have still taken steps to correct the problems. If you look through those old minutes you will also see the executive director even proposed doing away with having an outside firm count and validate the ballots. His proposal would have left it to the executive director and the office staff to certify results that ultimately decide who their bosses will be for the next three years.

    Minutes should be posted. As much as it is the responsibility of the board to ensure that their meeting minutes are disseminated to the membership, it is also the membership's responsibility to make sure the board is operating in the best interest of the members and the Club.

    I'd like to start by asking how the individual board members voted on the dues increase and the bylaw amendment that changed the board member terms of office. All I see is the result of a vote for putting forward the bylaw amendment for requirements for treasurer (Mark Calabrese opposed, all others for). I think such information is important right now and going forward, especially for those incumbents running for re-election.

    Always with the best interest of the Club in mind, I am,

    -Phil Marx

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