The Myth of Transparency

One of the most persistent challenges I encounter in association governance is the member who insists that, by virtue of paying their annual subscription, they are entitled to see everything: board minutes, confidential contracts, draft strategy papers, detailed management accounts, even notes from development meetings.

It’s an understandable instinct. After all, the language of membership often leans heavily on ownership, community, and collective purpose:

If this is our association, then surely we should see everything?

But the truth is more complicated; and unless leaders address this issue head-on, the line between transparency and confidentiality becomes dangerously blurred.

How the sense of entitlement arises

1. The “ownership” mindset

Most members approach associations with a shareholder mentality. They see their subscription as an equity stake rather than a fee for service. In for-profit companies, shareholders do indeed enjoy rights to detailed information. So why shouldn’t members? The problem, of course, is that associations are not companies in the conventional sense. Legally, members are not equivalent to shareholders. They are beneficiaries of the organisation’s purpose. Their rights are defined narrowly in the constitution and in law – the right to vote, to receive annual accounts, to elect directors. Beyond that, access is not automatic.

2. The transparency culture

Associations pride themselves on being member-led and democratic and "transparency" is an omnipresent watchword; but over time, transparency has come to mean something closer to exposure, i.e., the belief that nothing should be withheld. I’ve seen boards casually share board packs with committees, circulate sensitive commercial information in newsletters, or give individual members access to drafts that should never have left the governance sphere. Once the precedent is set, it is difficult to row back.

3. Poor communication breeds suspicion

Another driver is suspicion. If members do not feel well informed about how the association is performing, or if reporting feels selective, they assume something is being hidden. In that vacuum of trust, demands escalate:

Let us see the contracts. Share the board minutes. What’s really happening in that strategy workshop?

The request is not really about the information; it’s about reassurance and control.

4. Confusion across sectors

Many associations straddle the line between different governance models. Charity law, cooperative structures, and mutual societies all grant their members greater statutory access to information than most trade or professional associations. It’s no surprise that when individuals move across sectors, they import expectations that do not fit the legal framework of their new association.

5. Tactical demands

Sometimes, requests for confidential material are tactical. A member campaigning for a change of direction, a committee chair challenging the board, or a faction looking to build leverage may demand confidential papers as a way of unsettling the status quo. It is rarely about genuine oversight; it is often about politics.

What members are entitled to in the UK

Let’s be clear: members do have important rights. In the UK, under the Companies Act 2006 and relevant constitutions, members are entitled to:

• Receive notice of general meetings;

• Vote on resolutions, including elections and major constitutional changes;

• Receive the annual report and accounts (filed at Companies House); and

• Raise questions of directors at AGMs.

  
  

These rights are not trivial. They represent the core of accountability in a membership structure, but they do not extend to day-to-day management information, confidential board discussions, or commercially sensitive material.

What about the U.S. context?

It’s worth noting that expectations around access to information can play out differently in the United States. Nonprofit law there is state-based, so rights vary significantly between, say, California, New York, and Delaware. What follows is a general overview, not a single universal rule.

Voting and meetings

In a “membership nonprofit,” members usually have the right to elect directors and to vote on major constitutional matters (e.g. amendments, mergers, dissolution). They must also receive notice of annual and special meetings, with the scope of the meeting clearly stated in advance.

Access to records

Most states give members statutory rights to inspect certain records, provided they do so in good faith and for a proper purpose. This often includes:

• Articles of incorporation and bylaws;

• Minutes of member meetings (but not board meetings, unless bylaws allow it);

• A list of members (sometimes restricted to specific uses, like proxy solicitations); and/or

• Annual financial statements.

These rights are not unlimited. Boards can deny access if a request is clearly for personal, commercial, or harassing purposes.

Transparency via regulation

In the U.S., transparency is partly guaranteed through the tax system. Nonprofits with 501(c) tax-exempt status must file IRS Form 990, which is publicly available. These filings disclose income, expenditure, executive compensation, and governance practices — information that in the UK would often remain internal.

What members are not entitled to

Just as in the UK, U.S. members are not entitled to board minutes, draft strategy documents, management accounts, HR files, or sensitive legal material unless bylaws explicitly provide otherwise.

Across the U.S., members enjoy stronger statutory inspection rights than in the UK, but the principle remains the same: they do not have unfettered access. Confidentiality, fiduciary duties, and proper purpose remain the boundaries.

Why confidentiality matters

There are good reasons why directors and not members hold fiduciary responsibility.

1. Legal liability: Directors carry personal legal duties under the Companies Act in the UK, or equivalent state statutes in the U.S. Members do not. It follows that directors need access to sensitive material in order to discharge those duties.

   
   

2. Commercial sensitivity: Associations sign contracts, negotiate with suppliers, and sometimes compete in the marketplace. Disclosure of those documents could weaken bargaining positions or breach confidentiality clauses.

   
   

3. Board effectiveness: The board needs space for open, candid debate. If every word is written with the assumption it will be published to all members, discussion becomes constrained.

   
   

4. Protecting individuals: Governance often involves sensitive HR matters or member discipline issues. To disclose those would be inappropriate and, in many cases, unlawful.

Confidentiality is not the opposite of transparency. It is the necessary condition for effective governance.

Managing expectations

So how should association leaders handle the tension between transparency and confidentiality?

1. Clarify the legal position

Boards should not assume members understand the boundaries. A clear, accessible statement of members’ rights, set against directors’ duties, helps demystify where the line lies. Constitutions should be explained in plain language.

2. Provide meaningful reporting

Suspicion grows in silence. If members are well informed through regular, accurate, and contextualised reporting, like performance updates, summaries of board decisions, clear financial overviews, then they are less likely to demand raw, confidential data.

3. Be consistent

One of the greatest risks is inconsistency. If some members are given privileged access and others are not, resentment builds. Confidentiality must be applied fairly and consistently, not selectively.

4. Reframe transparency

Transparency does not mean “everything is public.” It means members can be confident that decisions are being taken properly, in line with the constitution, and with due accountability. Boards should shift the narrative from exposure to assurance.

5. Educate leaders and members alike

Governance training should not stop at the boardroom. Committees, working groups, and even the broader membership may need periodic reminders of the governance framework. Simple infographics, explainer sessions, or short guides can go a long way.

The real issue is trust

Ultimately, disputes over access to information are rarely about the documents themselves. They are about trust. If members trust their board to act competently, diligently, and in line with the association’s purpose, they will not clamour for every confidential detail. When trust is absent, no amount of disclosure will be enough.

Trust is built through consistent behaviour, honest communication, and a culture of accountability. It is undermined by secrecy, but also by oversharing that creates confusion and risk.

A healthier mindset

Perhaps the healthiest way to frame the issue is that members are the guardians of purpose. They ensure the association remains true to its mission through voting rights and democratic oversight. Meanwhile, directors are the stewards of governance. They are legally responsible for the association’s wellbeing, and they require confidential space and information to do that job. When both roles are respected (and when boards communicate with clarity) the association flourishes.

The next time a member says “but we’re entitled to see everything,” resist the temptation to dismiss it as ignorance or obstinacy. Instead, see it as an opportunity to reset expectations, to explain the boundaries, and to reinforce the principles of good governance.

Associations are strongest when they balance openness with confidentiality, democracy with stewardship, trust with accountability. Members don’t need to or should see everything; they need to know that everything is being done properly.