Recording board of directors meetings is not a requirement, although company owners may request it. If you decide to record your board meetings, you should check the rules in your state to make sure that recording is legal.

Legality of Recording Meetings

In certain states, including California, recording a conversation without the consent of both parties is illegal. This means that if your board of directors meeting takes place in one of these states, you would need to get the consent of every director before recording the meeting. If your board meeting is an open meeting, however, you should be able to record the meeting, as there is no expectation of confidentiality.

A legitimate argument can be made that a board of directors has the power to decide how a meeting of the board will take place. Basically, this means that the board has the authority to decide if recording meetings will be allowed. If the board decides not to allow recordings, there is virtually no point in arguing the decision, especially since the Open Meeting Act doesn't override a board of directors' authority. It is possible, however, that your company's governing documents allow recordings of meetings.

In most cases, your company bylaws will not mention recording meetings. If your bylaws do discuss recordings, it's likely that they are only allowed at the discretion of your directors. If there is no mention of recordings in your bylaws, you may want to update these rules to allow for this practice. Adopting rules about recording board of directors meetings can help prevent conflicts between your board and company owners.

When writing rules about recording board meetings, there are a few factors that you should consider:

  • Who will be doing the recording?
  • When will the recording take place?
  • Is there a purpose to the recording other than documentation?

Generally, giving the board of directors the power to approve or deny recordings is a good idea. Granting the board this authority will make sure that recordings are only beneficial and not open to abuse. In many companies, board of directors meetings are recorded, primarily to make preparing the minutes of the meetings easier. If your organization does decide to record meetings of your board of directors, there are some policies that you should consider putting in place.

For instance, every board member should be aware that these recordings will take place. It's also a good idea to institute a policy for getting rid of recordings after approval of the meeting minutes. You should also consider instituting a rule that any board member can request that the recording be stopped. For instance, board members may want to briefly stop a recording while discussing a sensitive manner.

If your company has voting members, you will likely be required to allow them to listen to these recordings if they request. Board members must also be allowed to listen to these recordings. Recordings may be included in your company's records.

The reason many corporations decide not to record board meetings is that most of the subject matter discussed during these meetings is confidential. If you do decide to record your meetings, and your board talks about issues private to your corporation, it's a good idea to destroy these recordings as soon as possible.

Drawbacks to Recording Meetings

When a company owner brings recording equipment to a board meeting, they may be trying to gather evidence for a lawsuit. They may also be planning to use these recordings to intimidate board members. In some cases, the owner will also bring a lawyer with them in addition to recording a meeting.

If an owner is recording board of directors meetings for the purpose of a lawsuit, it can discourage board members from participating in the meeting. They may not feel comfortable discussing important issues out of a fear they'll be involved in the litigation. So, in some cases, recording board meetings can suppress the free speech of board members.

Additionally, even though there may not be an expectation of privacy when attending a board meeting, attendees do expect that what they say in the meeting won't be released to the public. To protect the privacy of board members, many companies prohibit recording devices in meetings.

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