Question
I would like to find out if the Brown Act applies to Churches/Temples that are non profit or charitable institutions? Can the President of a board of directors have meetings with a few members of the board without taking minutes and without the full executive committee brought in to the “dinner” or meeting prior to a scheduled but closed meeting of the board?
Answer
The Brown Act applies to any entity that meets the definition of a “legislative body,” as defined by Government Code section 54952. Whether a nonprofit meets the definition of a “legislative body” for purposes of the Brown Act depends on subsection (c) of section 54952. That subsection provides:
54952. As used in this chapter, “legislative body” means:
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(c) (1) A board, commission, committee, or other multimember body that governs a private corporation, limited liability company, or other entity that either:
(A) Is created by the elected legislative body in order to exercise authority that may lawfully be delegated by the elected governing body to a private corporation, limited liability company, or other entity.
(B) Receives funds from a local agency and the membership of whose governing body includes a member of the legislative body of the local agency appointed to that governing body as a full voting member by the legislative body of the local agency.
(2) Notwithstanding subparagraph (B) of paragraph (1), no board, commission, committee, or other multimember body that governs a private corporation, limited liability company, or other entity that receives funds from a local agency and, as of February 9, 1996, has a member of the legislative body of the local agency as a full voting member of the governing body of that private corporation, limited liability company, or other entity shall be relieved from the public meeting requirements of this chapter by virtue of a change in status of the full voting member to a nonvoting member.
Thus, a non-profit would be subject to the Brown Act if either (1) it was created by another body subject to the Brown Act to exercise authority that may lawfully be delegated by the district to a private entity, or (2) it receives funds from a local agency subject to the Brown Act AND at least one voting member of the non-profit’s governing body is a member of the legislative body of the local agency subject to the Brown Act who was appointed to that position by the legislative body of the local agency.
To the extent the board of directors of your organization is subject to the Brown Act under the provisions explained above, the requirements of the Brown Act — including the agenda, notice, and public meeting requirements — would apply anytime a majority of the members of the board congregated at the same time and place to hear, discuss, or deliberate on any items within the subject matter jurisdiction of that body. See Government Code section 54952.2. A gathering need not be a formal meeting to come within the Brown Act.
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