Three years ago, I wrote an entry about non-profits and open meeting laws. In the last year or so, people have been posting a lot of questions on that post about the laws governing different states.
In the interest of helping people out, I have been trying to do research and provide answers. But as I note in pretty much every answer I give, I am basically just doing Google searches to find answers.
Given the recent demand, I thought it might be good to make a follow up post to help people do similar research. Because neither I, nor probably you, are a lawyer practicing in any state, if you are really going to press an issue, you will want to consult one.
No One Stop Source Of Easy Answers
The laws in every state are different so there is really no single resource I have found that will direct you where to go for your state. There are some sources created for journalists, but they tend to focus on open records for governmental entities and don’t cover every state.
Nearly every governmental and quasi-governmental entity on the state, county and municipal level in every state is subject to some form of open meeting laws, but the standards applied to privately formed non-profits vary widely.
In most states, whether a non-profit receives state funds determines whether they need to hold meetings that are open to the public and make their records available for public inspection. Federal funding is a whole different issue and information requests generally need to funnel through the government department rather than made directly to the non-profit. The threshold of funding at which an non-organization needs to start making their meetings and records public is different from state to state.
In Oregon, a non-profit has to be closely tied to a governmental entity and pretty much providing services on behalf of the government. In Georgia, any entity that receives more then 33.33% of their funding from direct allocation from the state is subject to the law, but many health care entities are excluded. From what I found for my post three years ago, in South Carolina, just holding a meeting in a state building made a wildlife conservation non-profit subject to open meeting and records laws.
Searching For Your State Laws
If you are trying to find out about the laws in your state, the best place to start is by entering “non profit open meeting laws YOURSTATE” in an online search engine. You may see results that include the phrase “sunshine laws” for your state. That is the place to look. In searching, I would advise using the term “open meeting laws” versus “sunshine laws” because not every state references them with “sunshine.”
If you are lucky, either the Secretary of State or Attorney General of your state will have created a guide that clearly addresses non-profits and open meeting laws. For example, California on pages 64 onward or Missouri on pages 11-12 of their guide.
More likely than not, you will also see results for your state on a site with the URL law.justia.com. That is actually a good starting place in your search. However, I almost guarantee you that the top results you get are not the current law, but they can direct you were to look for the rules you want.
For example, searching for the rules in Georgia, among the first results were links for the 2010 laws. As you can see in the image below, following the link conveniently indicated the more recent 2018 Code existed. If you follow the link to the 2018 code, it gives you the directory to all the state laws rather than the section you want. It is helpful to note which Title and Chapter is relevant to you (Title 14, Chapter 3, in this case), before you go to the most recent laws.
Please note: Justia has a disclaimer acknowledging they may not have the most updated version of a state’s laws. Search “YOURSTATE State Code” and visit the results with a YOURSTATE.gov URL to find the most current version your state has published.
Meetings, Membership, Records
Once you have found appropriate Chapter governing Non-profits, the article headers you will want to look at will contain references to Membership, Meetings, and Records.
Some important things to know: In most cases, a non-profit organization is not required to have members. It may be organized with a self-perpetuating board. Whether an organization has members that contribute input in its governance is defined by the organizational bylaws.
In all likelihood membership defined in the bylaws will be an entirely different membership class than if you purchase an annual museum membership that provides admission and discounts. (But there are a lot of poorly written bylaws out there, so maybe not.)
Neighborhood or trade group membership may or may not grant meeting attendance and record inspection rights. You would really need to look at the organizational bylaws for their definition of membership.
If you do qualify under the formal membership classification, the membership, meetings and records chapters will tell you what your rights are. Those inspection rights usually extend to your attorney.
Can Directors Inspect Records?
There was one very interesting thing I noticed looking through the laws of different states. As far as I can tell, some states don’t explicitly state that directors and officers have the right to inspect the records of the organization they govern. (California, on the other hand, provides broad rights.) Most state code chapters dealing with inspection rights talk about member’s rights of inspection and many states say a director or officer doesn’t need to be a member of the organization to serve in that capacity.
Taking a quick look at two such states, there isn’t a requirement to approve minutes or financial documents at a directors meeting. Theoretically, the organization doesn’t even need to provide those records to them. Paraphrasing broadly, the Directors are held responsible for decisions made based on materials and information they can reasonably assume are dependable and accurate, but the state laws in these two cases don’t seem to provide the directors with the ability to request records in order to investigate suspicions of malfeasance and mismanagement.
With the disclaimer I am not a lawyer and don’t know if these issues are addressed in other sections of these states’ codes, this is a very intriguing nuance in the discussion of powers and responsibilities of non-profit boards of directors.
Another thing to note is that the Meetings chapter of a state code may not stipulate whether a meeting needs to be open to the public based on funding, etc. That information may be found separately under open meetings law so it is necessary to research both. For example, the Meetings chapter for Georgia non-profits doesn’t mention the requirement if the organization receives 33% or more in direct state funding found in the open meetings law, but a guide on the state attorney general’s website does and provides excerpts and citations to the state code.
Hopefully this provides more guidance and resources to people seeking to access meetings and records for their local non-profits.
[box type=”alert”]Disclaimer: What is a blog post about a legal topic without a disclaimer? This is not legal advice. You should not be getting your legal advice from a blog post. The purpose of this post is to give you things to think about before taking action. Speak to a lawyer about specifics.[/box]
