Developed by pre-party LIO Libs led by Paul Gilson working in several states for transparency, its preamble still summarizes a key aspect of the Gilson Reform. We continue to also advocate open public-private (private bodies of public offer i.e. not strict private clubs) bodies and recommend open co-ops, as hoped for in the article.
(1967) Section 11120: It is the public policy of this state that public agencies exist to aid in the conduct of the people’s business and the proceedings of public agencies be conducted openly so that the public may remain informed. In enacting this article the Legislature finds and declares that it is the intent of the law that actions of state agencies be taken openly and that their deliberation be conducted openly. The people of this state do not yield their sovereignty to the agencies which serve them. The people, in delegating authority, do not give their public servants the right to decide what is good for the people to know and what is not good for them to know. The people insist on remaining informed so that they may retain control over the instruments they have created. This article shall be known and may be cited as the Bagley-Keene Open Meeting Act.
No seat at the table for stockholders at directors’ meetings?
Practitioners who deal with multi-member commissions and boards here in California are likely to have heard of this state’s open-meeting law – The Bagley-Keene Open Meeting Act, Government Code Sections 11120-11132. The Act includes a surprisingly libertarian statement of legislative intent:
The people of this state do not yield their sovereignty to the agencies which serve them. The people, in delegating authority, do not give their public servants the right to decide what is good for the people to know and what is not good for them to know. The people insist on remaining informed so that they may retain control over the instruments they have created.
Government Code Section 11120(a). In general, the Bagley-Keene Act requires that the public have “a seat at the table” at any meeting of a state body. A meeting occurs when a quorum of a body convenes, either serially or all together, in one place, to address issues under the body’s jurisdiction. Government Code Section 11122.5. For those dealing with California boards and commissions, the Attorney General has prepared this Guide to the Bagley-Keene Open Meeting Act which it incorrectly titles as the “Bagley-Keene Open Meeting Act of 2004″ (it was enacted way back in 1967).
Meetings of corporate boards are, of course, different.
Corporate board meetings are almost never open to shareholders, much less the public in general. Nothing in either the California Corporations Code or the Nevada private corporation law grants shareholders the right to attend meetings. Shareholders moreover do not have an absolute right to inspect minutes of board meetings. California requires that the shareholder have a purpose reasonably related to such holder’s interests as a shareholder. Cal. Corp. Code § 1601(a). Nevada doesn’t even grant shareholders an express right to inspect the corporate records, although it does authorize inspection of the stock ledger (NRS 78.105) and financial records (NRS 78.257). See Chapter 6 of my book, Bishop & Zucker on Nevada Corporations and Limited Liability Companies.
Corporate lawyers are also less likely to count informal or serial meetings of directors as meetings even though these would likely count as meetings under the Bagley-Keene Act. For public companies, an accurate meeting count is necessary because (please see article at ): http://www.lexology.com/library/detail.aspx?g=fdd98c2c-de3e-4a9d-b674-26847a644e1f