# Board Meetings vs General Membership Meetings in a Booster Club

> How booster club board meetings and general membership meetings differ: who votes, what each decides, quorum, notice, who attends, and executive session.

- URL: https://boosterclub.org/meetings/board-vs-general-meetings/
- Section: Meetings
- Updated: 2026-10-08

A booster club usually holds two kinds of meetings: board meetings, where the elected officers and directors manage the club, and general membership meetings, where the voting members elect the board and make the decisions the bylaws reserve to them. The two follow different rules, decide different things, and have different quorums. Mixing them up is one of the most common sources of disputes in a booster club.

The bylaws define both bodies and divide the authority between them. The president chairs both kinds of meeting, and the secretary keeps separate minutes for each.

## Two Bodies, Two Kinds of Authority

**The membership** is the club's voting members, as the bylaws define them, often every parent or guardian who has joined for the year. Its authority is whatever the bylaws give it, which typically includes electing officers, amending the bylaws, adopting the annual budget, and approving dissolution.

**The board** (sometimes called the executive board or executive committee) is the officers and any other directors the bylaws name. It manages the club's business between membership meetings, with only the authority the bylaws grant. Under Robert's Rules of Order Newly Revised (RONR), the board cannot alter or undo a decision the membership has made, and it cannot act on a matter the bylaws reserve to the membership.

Some booster clubs have no voting members at all. Their bylaws make the board the only decision-making body, and parents are supporters rather than legal members. That structure avoids several problems with pay-to-vote memberships but gives parents less voice. The trade-offs are covered on [Membership Rules in Booster Club Bylaws](https://boosterclub.org/bylaws/membership-provisions/).

## The Two Meetings Compared

| | Board meeting | General membership meeting |
|---|---|---|
| Who votes | Board members | Voting members as defined in the bylaws |
| How often | Usually monthly during the school year | Usually two to four times a year, including an annual meeting |
| Quorum | Usually a majority of the board | The number in the bylaws (default is a majority of all members, which is rarely workable) |
| Procedure | RONR small-board rules if no more than about a dozen are present | RONR regular rules |
| Typical business | Approving expenses, planning events, adopting policies, receiving reports | Elections, budget adoption, bylaws amendments, annual reports |
| Notice | As set by the bylaws or a board rule | As set by the bylaws, usually written notice several days in advance |
| Minutes approved by | The board at its next meeting | The membership at its next meeting, or the board if the membership authorizes it |
| Who may attend | Board members, and others the bylaws or board allow | All members |

## Who Decides What

The bylaws control. A typical division of authority looks like this.

| Decision | Usually decided by | Notes |
|---|---|---|
| Electing officers | Membership | See [Running Booster Club Elections](https://boosterclub.org/meetings/elections/) |
| Amending the bylaws | Membership | Often by two-thirds with notice; see [How to Amend Booster Club Bylaws](https://boosterclub.org/bylaws/amending-bylaws/) |
| Adopting the annual budget | Membership or board | Whichever the bylaws name; see [How to Build a Booster Club Budget](https://boosterclub.org/finance/budget/) |
| Spending within the adopted budget | Board, or officers under a spending policy | Board approval for anything over a set limit |
| Spending outside the budget | Board, up to a limit; membership above it | The bylaws or budget policy should set the limit |
| Adopting policies (conflict of interest, expense, records) | Board | Report each new policy to the membership |
| Approving fundraisers and events | Board | Subject to school or district approval |
| Dissolving or merging the club | Membership | State law may also set requirements |

When the bylaws do not say which body decides something, the safe course is to bring it to the membership. A board that stretches its authority on a large or controversial decision invites the membership to challenge it.

## Who May Attend a Board Meeting

Under RONR, the right to attend a meeting belongs to the members of the body that is meeting. A board meeting is a meeting of the board, so club members who are not on the board do not have an automatic right to attend unless the bylaws or the board grant it. The board may invite anyone and may ask non-board members to leave.

Most booster clubs do better with open board meetings. Parents who can watch the board work trust it more, and recruiting next year's officers is easier when parents have seen a meeting. A workable approach:

1. Adopt a standing rule that board meetings are open to members.
2. Allow member comments in a fixed agenda slot with a time limit.
3. Reserve a closed portion (executive session) for sensitive matters.

## Executive Session

An executive session is a portion of a meeting held in secret, with only board members and anyone the board invites present. Votes may be taken in executive session. Proceedings are confidential, and members who disclose them can be subject to discipline.

Appropriate uses in a booster club:

- A specific family's request for financial help
- A complaint about a volunteer or a possible misuse of funds
- Legal matters, insurance claims, or threatened claims
- Negotiating a contract before terms are final

Executive session is not a way to avoid parents' questions about the budget or a controversial decision. The decision itself, such as approving a contract or removing a volunteer from a position, should be recorded in regular minutes whenever confidentiality allows.

Open-meeting laws are written for government bodies such as school boards. A booster club is a private nonprofit, and whether any such law reaches it varies by state. More often, openness requirements come from the school district's booster club policy or agreement. Check the club's [state page](https://boosterclub.org/states/) and its agreement with the school.

## Board Minutes and Member Access

Under RONR, any member may examine the minutes of membership meetings. Board minutes are open to board members, and to other members as the bylaws or the board provide. State law may give members of an incorporated club broader rights to inspect records, and that varies by state. Posting approved board minutes for members is the simplest way to avoid the question.

## Reporting to the Membership

The board answers to the membership. At each general membership meeting, the board should report the actions it has taken since the last membership meeting, along with the treasurer's report. A one-page "report of the board" listing each decision, with amounts, is enough. Members who see what the board did are less likely to suspect what it did not report.

## Special Meetings

The bylaws say who may call a special meeting of the board or the membership (typically the president, or a set number of board members or voting members) and how much notice is required. The notice must state the business to be conducted, and only that business may be taken up. A special membership meeting is the right tool when a decision reserved to the membership cannot wait for the next regular meeting.

## Common Mistakes

- **The board adopting a budget the bylaws reserve to the membership.** The budget has no authority, and spending under it is open to challenge.
- **The board reversing a membership vote.** RONR does not allow it, and it destroys members' trust in the board.
- **Using executive session to hide routine decisions.** Parents learn about decisions after the fact and assume the worst.
- **Calling a "general meeting" that is really a board meeting.** The decision needed a membership vote and quorum, and it got neither.
- **Never reporting board actions to the membership.** Members cannot hold the board accountable for decisions they never hear about.

## Checklist

- [ ] List the decisions the bylaws reserve to the membership (secretary)
- [ ] List the board's powers and any spending limits in the bylaws or policies
- [ ] Set the year's board and general membership meeting dates
- [ ] Adopt a standing rule on whether board meetings are open to members
- [ ] Define when the board will use executive session
- [ ] Prepare a report of board actions for each general membership meeting (secretary)
- [ ] Bring any decision with unclear authority to the membership
- [ ] Keep separate minute books for board and membership meetings (secretary)
- [ ] Check the school district's booster club policy for any meeting or openness requirements

## Related Pages

- [Booster Club Governance](https://boosterclub.org/governance/) the board, the membership, and fiduciary duty
- [Membership Rules in Booster Club Bylaws](https://boosterclub.org/bylaws/membership-provisions/) who the voting members are
- [Quorum for Booster Club Meetings](https://boosterclub.org/meetings/quorum/) separate quorums for each kind of meeting
- [Working With the School and District](https://boosterclub.org/governance/working-with-the-school/) district policies that affect meetings
- [Standing Rules vs Bylaws](https://boosterclub.org/bylaws/standing-rules/) where to put an open-meetings rule

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*This page is general information for volunteer-run booster clubs. It is not legal,
tax, or accounting advice, and BoosterClub.org is not a law firm, accounting firm, or
government agency. Rules change and vary by state and district. Confirm current
requirements with the IRS, the relevant state agency, the school district, and a
qualified professional before acting. If a fact on this page is out of date, we want
to know.*