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Friday, September 4, 2009

New Policy Regarding Minutes

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There have been some positive developments this week.

The Saints Newsletter, Spotlight, which is mailed or available online to all members of the Saints summarized the highlights of the July board meeting. In addition, it provided a little bit of financial information. It's a step in the right direction.

There was also an announcement of a new policy - we will print it below and leave it to you for comments.

Board meeting minutes and financial reports are available to members for viewing in the Saints office by appointment only.

Please send your request to the secretary at . Highlights of board meetings are also published in the Spotlight.

There still has been no formal announcement to the membership about the new Board Member, Martin Frank, who was appointed at the August Board Meeting. Perhaps they are waiting until they approve the August minutes to make an announcement even though this individual's name appears on the public portion of the Saints' website. Two of the current board members, Hugh Spencer and Jim Venskus, no longer appear on that public page. Perhaps a board member can comment on why their names have been removed.


  1. This may be just a rumor, but there is a buzz going around about a board member who was overheard to say that if someone wanted to see the minutes of the board meetings, they must be up to no good.

    Whether this is true or not is irrelevant. But, it makes an interesting discussion point. Wouldn't it make more sense to think that anyone who wants to hide the minutes or keep secret any other proceedings of a group is the one who is more likely to be up to no good?

  2. Most interesting in light of what's been going on. Like the secretary will make getting an appointment to meet him at the office easy. More secrecy?

    P.S. for anyone who has been following the fact that a certain board member has been using the saints members (or his coordinator's) list to fill up his friends collection on Face Book (75 Saints at last count). As of today he has shut down his open Facebook page and started a new one under a different first name which is restricted to friends only. Oops could it be HE was in violation of something.

  3. The Illinois not for profit law (805ILCS 105/107.75) presently provides that.each (not for profit) corp. shall keep correct and complete books and records of account and shall also keep minutes of the proceedings of its members, boardof directors ...; and shall keep at its resident office or principal office a record giving the names and addresses of its members entitled to vote. All books and records...may be inspected by any member(or agent or attorney) for any proper purpose at any reasonable time."

    So, the resolution apparently passed in August was legal, prev iously members could get minutes bya request by mail with a return envelope. I sent such a request on 7/17 to Andy at office and to his (apparent) home address in Elgin, and also to BJ. I still have not received them. The reason for the "by mail" policy was that when I was on the Board we used to publish in the Spotlight a summary of previous month's Board actions. It was so difficult towrite it and to get allo Board Members to approve the content that I suggested a resolution that any member could obtain minutes by request in writing..etc. I think I received l such requestin 3 years in office.
    Charlotte Ziporyn

  4. Despite the fact that you, Charlotte, received only one request in three years, I know that you agree that the minutes are very important and should provide a record of the Board's activity. They are legal documents. And it shouldn't be difficult for members to gain access to these records.

    Taking minutes is not an easy job and very important. You are correct that there were discussions and objections about some of the minutes that were taken during your tenure. You did, however, make an effort to solicit input, make corrections, tape the meetings, and come up with a final document that everyone agreed was proper documentation of the meeting. You saw the importance of getting consensus regarding the final minutes.

    I am concerned about a number of aspects of the minutes that were taken during the 2008-2009 membership year by Andy Lingras. On a number of occasions, it was observed that he was not taking notes during a meeting and the minutes provided contained incorrect information as well as his own opinions. I received minutes for approval that stated individuals were in attendance that were not, restated or paraphrased motions that were made, stated events that had not yet happened at the time of the meeting, and had editorial comment and opinions. I am glad to hear that that the taping of the meetings has been reinstated. I requested that for months and had no success.

    My concern, however, is whether the official minutes that are approved by the board have been maintained and official copies kept at the office. During my tenure on the board, I saw that minutes were posted on the board's site without the corrections that had been made and approved by the board of directors.

    In addition, a hard copy that is signed by at least two of the board members and dated, should be kept in the office files. With all the rewrites and editing, it is critical that the official copy be kept and that it cannot be changed.

    In all the years that I have served on boards, I have never encountered situations where the minutes were not unanimously approved or the subject of heated debate. In many cases, with the 2008-2009 board, they were not unanimously approved even after long discussion. Even though some of the directors would sometimes request that the minutes reflect a role call vote, the approved minutes often did not.

    I think it might be money well spent to have an objective, trained individual take minutes for future meetings. At minimum, the tape recordings should be kept on file at the office indefinitely.

    Also, the law states that "All books and records...may be inspected by any member(or agent or attorney) for any proper purpose at any reasonable time." I don't think that this means that written requests should not be honored and that minutes cannot be sent by mail or e-mail. It means that there need to be official copies kept at the office and available for inspection but that does not mean that the mailing or e-mailing of minutes upon request is forbidden.