Legal Question in Business Law in California

Re: Board Meeting Discussion Private?

The guest can say anything to anybody without fear, unless he agreed to some kind of confidentiality about the meeting. The group's rules/bylaws/articles may also have rules covering this--if so, and if those were violated, then the person who brought the guest may be liable.

Re: Board Meeting Discussion Private?

The previous answers,in my opinion, oversimplify the matter to a possibly significant degree.

I think the answer depends, in part, on the relationship of the visitor to the corporation and the nature of the matters discussed and then disclosed by the guest.

It very well could be that the visitor was under a fiduciary or professional responsibility not to disclose the matters discussed at the board meeting. For example, suppose the visitor was a Wall Street underwriter and the discussion concerned the company's possible IPO. Whether or not the underwriter specifically agreed to keep his mouth shut, he would be under a duty to do so.

This is just one example of where the guest's relationship makes a difference. Many other examples could be posed.

As an example of where the nature of the material disclosed may make its disclosure improper, if the guest were to give out 'hot tips' on buying or selling the company's stock, he could be in violation of the securities laws restricting trading on inside information.

These situations probably wouldn't arise in the context of a non-profit yacht club, but minor tweaking of the facts could produce analogous scenarios that fit your situation.

Re: Board Meeting Discussion Private?

Have you heard of the 1st amendment? He can say anything he wants. If the contents of the meeting were to be secret then don't invite outsiders. It is the boards' own fault for allowing the outsider in. That is the risk you always run. He can blab all he wants to. He is not under any duty to keep his mouth shut and a court can't stop him under the 14th amendment. Next time, don't have outsiders at the meetings. Plus, what can be so lethal with a yatch club? People need to grow up.

Dr. Michael Cortson, JD, PhD, DD, Russian JD, Jd Theologian

attorney at law