This is an archive of CharityVillage NewsWeek.
To find a word on the page, use your browser's "find" feature (CTRL-F or CMD-F).
To view other articles in the archive, use our Chronological Index.
Please note: While we ensure that all links and e-mail addresses are
accurate at their publishing date, the quick-changing nature of the
web means that some links to other web sites and e-mail addresses may
no longer be accurate.
Ethics Q & A
February 23, 2004
By Jane Garthson, Mills
Garthson & Associates
The dilemma:
The minutes of our Board meetings are being amended by the Executive Director to reflect the decisions she wanted, or delete actions for which she was assigned responsibility. The minutes are taken by a staff member, who has shown me (a board member) the difference between his drafts and what gets circulated for approval. What do I do?
Jane says...
The Secretary should become involved, as he or she is officially responsible for the organizational history. It does not matter who takes or inputs the notes; the responsibility rests with the Secretary. In most nonprofits, a director holds this position, but many seem to think the position is honorary! Some do not even review the draft minutes or sign off on the approved ones (yes, I mean a physical signature on each and every page, kept in a "Corporate Book" binder of approved minutes).
I discourage organizations from giving this title to the Executive Director, even if the bylaws allow it. The Executive Director already has a lot of power to control what information the board receives, and how the board's directions are implemented. Adding the ability to write up the decisions is just too much. Remember, history is written by the winners. Anyway, EDs should be participating and keeping selective notes of their own action items, rather than taking sufficient notes to supervise the minute-taking.
Regardless of the Secretary's action, you need to take responsibility as a director. Review the bylaws to find out who is eligible to become Secretary, and how the person is elected or appointed. Keep your own notes at the next few meetings, and point out every time the written ones do not match. Seek to have them corrected before approval. The motion at the board can read, "approved as amended" with the amendments specified. After a number of significant discrepancies are brought to the board's attention, they may be quite willing to review the Secretary appointment. If having staff take the minutes is problematic, then the Secretary can take them (many do) or find a trustworthy non-Board volunteer.
If the minutes are part of a Consent Agenda, you can ask to have them moved to the main agenda for discussion whenever you spot a discrepancy.
In terms of a review, most people who take minutes are happy to have someone review their draft to catch errors and typos before the documents are distributed to all directors. Executive Directors make good reviewers, as they need to pay attention throughout and should be aware of good minute-taking practices. The Secretary still needs to have the final say on what is distributed in draft.
There is a whole chapter on minutes in the useful Canadian booklet The
Guide to Better Meetings for Directors of Non-Profit Organizations,
by Eli Mina. It can be purchased at www.csae.com.
Check the Monographs in the Bookstore.
Separately, the Executive Director should receive feedback that the minutes
must reflect what actually happened, not what anyone wished had happened.
Amending history and reducing personal responsibility are serious matters
that have to be reflected in the performance review of the ED. You will
need to speak to those who take the lead on managing ED performance in
your organization.
Note that I have focused on the present and future minutes rather than the past ones, as the minute-taker could face retribution. She could be asked to come forward to the chair with her concerns and proof, but you should not make that decision for her.
***********
Because nonprofit organizations are formed to do good does not mean
they always are good in their own practices. Send us your ethical questions
dealing with volunteers, staff, clients, donors, funders, sponsors, and
more. Please identify yourself and your organization so we know the questions
come from within the sector. No identifying information will appear in
this column.
To submit a dilemma for a future column, or to comment on a previous one,
please contact help@charityvillage.com. For paid professional advice about an urgent or complex situation, contact Jane directly.
