Is a board legally required to hold open meetings?

All states have sunshine laws. Alternatively known as open meeting laws, these regulations are intended to shed light on the inner workings of an organization and promote accountability by those in decision-making positions. Proponents believe that sunshine laws increase accountability by bringing board decisions out from behind closed doors. Some boards, however, feel that having outsiders in a meeting detracts from the spirit of open debate, especially when a potentially controversial issue is on the agenda.

In general, the laws pertain to state governments and nonprofits that receive public funds (such as school boards). Some states have extended sunshine laws to cover nonprofits that have government contracts or have government officials serving on their board (which may be a condition of the funding). Those affected by sunshine laws usually must satisfy certain requirements for notifying the public about meetings, making meeting locations accessible, and providing minutes of the meetings within a reasonable time.

The laws do not prohibit closed meetings when certain issues are under discussion, such as salaries, lawsuits, disciplinary actions, personnel matters, or business negotiations. On the contrary, confidential matters must be handled in private in order not to reveal anyone’s personal information or jeopardize the organization’s business plans. In general, nonprofit board meetings are considered private business meetings, and the board can determine who attends. If your board issues an invitation to outside observers, it may make sense to schedule time for a question-and-answer session at the end of the meeting. That will help prevent the observers from interrupting or disturbing the proceedings.

Even if your organization is not subject to sunshine laws, making efforts to operate in an open, accountable manner can increase public confidence in and support of your mission. That means intentionally providing the interested public with information on which it can evaluate your organization’s performance, whether it’s posting your Form 990 on your Web site or issuing an open invitation for people to attend board meetings.

The public often seeks such openness, or transparency, in regard to financial decisions. Your organization’s stakeholders may also desire to know more about internal processes: How are leaders chosen? How are decisions made? How are plans and objectives established? Making nonconfidential information readily available even if someone is not specifically asking for it can reduce any suspicions that may arise among staff, donors, the media, and even other board members. By being forthcoming with information, you prove yourself worthy of the public’s trust.

SUQQESTED ACTION STEPS

1. Board members, look for ways in which your organization and its board can operate in a more transparent manner, such as posting nonconfidential information on a Web site and willingly sharing information when requested.

2. Board chair, ask other organizations about their practices to promote transparency, and consult with your legal counsel as well.