Search the Community

Is it appropriate for the Executive Committee of a not-for-profit to routinely keep its minutes, reports, or discussions confidential from the full board? In this case, all of the board members are independent of the NFP (not members of management, staff, etc.)

I'm the president of a housing cooperative. My board has an Executive Committee made up of the officers of the board. Our certificate of organization allows this committee to be created and to act on behalf of the board between meetings. As boards are allowed to act by unanimous consent via email, it would stand to reason that committees can also do this. We're using the EC for non-controversial actions that don't really require a meeting, for example approving a small expense for a sidewalk repair using a contractor we already know and trust. In the case of a board acting by unanimous consent over email, the decision is properly ratified at the next business meeting and that ratification noted in the minutes. However, when the Executive Committee acts via email unanimous consent, ratification at a board meeting is unnecessary as the action was already taken. My question is: does the Executive Committee need to meet physically (or by videoconference) at some point in order to ratify its own actions and create EC minutes recording those actions? Or are its actions valid without an actual committee meeting? We are already noting the decisions the EC makes in board minutes, for reference and because we distribute board meeting minutes to shareholders. So there's a paper trail of the decision in addition to the email record. If a meeting is actually required, can all the year's decisions be saved up for one EC meeting at the end of each board year, so the EC can ratify all its actions at once?

Our non-profit (resident run) Council constitution and by-laws provide for an Executive Committee made up of 5 officers (Chair, Vice Chair, Secretary, Treasurer and Assistant Treasurer). The current Chair and Vice Chair have been equating meeting as an Executive Committee with an executive session. From what I can tell, you can't have an executive session without the majority of the Council moving to adjourn to an executive session or perhaps without at least the Executive Committee establishing in its meeting that this is an executive session. Am I correct that Executive Committee meetings are not automatically executive sessions? If so, who can decide it is an executive session? The distinction seems important regarding the degree of confidentiality required about the meeting and the ability to inform the entire Council or all the residents. Below is a quote from the Council constitution. Regarding the Executive Committee, the Chair and Vice Chair have been using the phrase "This Committee will set operational priorities and policies for the Council" to attempt to make significant decisions in the Executive Committee meetings and then considering those to be executive sessions so that decisions are not publicized. Regarding the other members of the Council the decisions are "announced", if discussed at all, and there is no ratification by the rest of the Council. They argue this is the Executive Committee's job per this phrase of the Constitution and they are obligated to work this way They used an Executive Committee meeting (with not all Executive Committee members present) to disband a standing committee, based on their interpretation of the by-laws that it could be disbanded, and sent letters (that the full Council had not seen) to inform the committee members. It appears to me their interpretation of this phrase is much too broad and also that they are attempting to use the concept of executive session in ways not intended. In addition to my questions about executive session, how is the "set operational priorities and policies" phrase to be interpreted? Thanks for your consideration of my questions. Constitution: SECTION 3. The five (5) first named officers in Section 1 above shall comprise the Executive Committee of the Council. This Committee will set operational priorities and policies for the Council.

In our bylaws it states that 4 members of the executive committee may call a meeting without the chair's appointment. If our agenda item is an election for a vacant chair seat, would that fall in our rights?

If an Executive Committee is formed, must elected members exceed appointed members?