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I am a member of a 501c3 organization. May the chairman of

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I am a member of...
I am a member of a 501c3 organization. May the chairman of this organization disallow persons from attending board meetings as a guest? This person is not a member of the organization but is responsible for obtaining grants for us. Also, may the chairman disallow another board member from attending outside meetings with others such as contractors, or regulators?

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Submitted: 8 years ago.Category: Business Law
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6/4/2009
Business Lawyer: GWarren For Business & Nonprofits, Attorney replied 8 years ago
GWarren For Business & Nonprofits
Category: Business Law
Satisfied Customers: 355
Experience: 30 yrs Counsel, AVP Corp Governance Fortune 100 finance/ins, Nonprofit Bds, law firm. OH NJ license
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1. Unless the bylaws of the 501(c)(3) organization provide otherwise, as to who may attend board meetings (which is unlikely to be addressed in most bylaws or in the bylaws addressing the responsibility of the board chair), typically who may attend board meetings of a non-profit organization is within the discretion of the chair and executive director (and board members) of the organization. Certainly the board may direct otherwise by resolution.

The chair may decide, for example, that attendance of non-board members at a board meeting may inhibit appropriate board dialogue and preclude outside attendees. There may be other justifications as well from a governance perspective. Invited guests to board meetings are typically associated with particular agenda items rather than being privy to board discussions. The chair would appear to be within discretion as to how the meeting should be conducted. I am providing a direct link to board governance for non-profits that may offer further guidance from the Society of Corporate Secretaries and Governance Professionals that is available to download:

http://www.governanceprofessionals.org/society/Nonprofits.asp?SnID=2

2. Whether the board chair can disallow board members from attending outside meetings with others is not as clearly a matter of the chair's discretion. Conflict of interest would be the controlling issue as to each director's duty of care and duty of loyalty to the non-profit organization. Absent a conflict between the board member's role with organization and the contractors or regulators, there would appear to be no proper basis for the chair to disallow board members from attending those meetings. I am presuming that board members are volunteers and the control the board chair can exercise over other board members is limited.

I hope this is responsive to your question. If you would like further clarification, please let me know.
GWarren For Business & Nonprofits
Category: Business Law
Satisfied Customers: 355
Experience: 30 yrs Counsel, AVP Corp Governance Fortune 100 finance/ins, Nonprofit Bds, law firm. OH NJ license
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