Executive Session Secrecy, yet again.

[George Mervosh]

A society orders its subordinate board to read the minutes of their last meeting to the society.  Part of that board meeting was in executive session, so the society will be in executive session when they're read.

 

It seems to me, by ordering the board to read those minutes, it has, in essence, lifted some of the secrecy created by the board's motion to go into executive session, in that, the information that was previously secret is now known to the society when the minutes are read.

 

Can the society, feeling the matters should be made public also decide to further lift the secrecy of those minutes so that they are no longer secret from anyone?  If that is possible, what motion(s) and what vote will be necessary?

 

(No more of these until 2015, I semi-promise)

[Dan Honemann]

In my opinion, if a society has adopted a motion to go into executive session, it can, thereafter, adopt a motion to lift the secrecy it has thus imposed upon itself. I think the vote required for the adoption of such a motion to lift secrecy is the same as that required to Rescind or to Amend Something Previously Adopted, and if adopted, whatever was read during the meeting will no longer be secret.

[Shmuel Gerber]

A society orders its subordinate board to read the minutes of their last meeting to the society.  Part of that board meeting was in executive session, so the society will be in executive session when they're read.

 

I don't understand this. Are you saying that by ordering that the minutes of the board meeting be read, the society will automatically be in executive session when the executive-session part of the board minutes are read?

[Gary c Tesser]

I don't understand this. Are you saying that by ordering that the minutes of the board meeting be read, the society will automatically be in executive session when the executive-session part of the board minutes are read?

 

I have it in the back of my mind that it should be done as a matter of course; but I don't see it in the middle of p. 487, and I can't figure where else to maybe look for it except maybe in the annals of the world's premiere Internet parliamentary website, which reminds me, I'm about 12 hours overdue for taking my furosamide, so maybe it jsut has to do with the last four words on what used to be p. 288.

 

But Shmuel, you realize that this is tangential to what George was asking about, yes?

[Chris Harrison]

I have it in the back of my mind that it should be done as a matter of course; but I don't see it in the middle of p. 487, and I can't figure where else to maybe look for it except maybe in the annals of the world's premiere Internet parliamentary website,

I think the closest parallel to cite when arguing the reading of Board minutes in Executive Session must be held in Executive Session would be located on p. 96 ll. 9-14.

[George Mervosh]

I don't understand this. Are you saying that by ordering that the minutes of the board meeting be read, the society will automatically be in executive session when the executive-session part of the board minutes are read?

 

No, of course not.  My scenario assumes the society agrees to go into executive session.

[Dan Honemann]

I don't understand this. Are you saying that by ordering that the minutes of the board meeting be read, the society will automatically be in executive session when the executive-session part of the board minutes are read?

 

I don't know that a society will automatically be in executive session when the executive-session part of the board minutes are read, but it may well be out of order to read this part of the minutes unless the society agrees to go into executive session for this purpose.

 

One of the difficulties here is that we are dealing in generalities, and not with a specific set of facts. For example, suppose the board's minutes reflect the fact that, while in executive session at one of its meetings, it appointed a committee of its own to consider and report back to it concerning the advisability of recommending to the membership that a committee be appointed to investigate allegations of neglect of duty in office by the treasurer casting doubt on his fitness to remain in office. It seems clear to me that it will not be in order to read the minutes of this meeting to the society's membership at any meeting of the membership that is not then in executive session.

[Sean Hunt]

I'm sure it would not be a good idea to read such minutes in an open session, but I would hesitate to rule that they are out of order, because it creates a catch-22.

 

Suppose that the secretary of the Board is present, and is adamant that the minutes not be read in executive session, and the chair of the society's meeting is not a member of the Board, and as such has no knowledge of the content of the minutes. Upon a motion by a member to have the Board's minutes read to the assembly, the secretary raises a point of order that this cannot be done as the minutes contain content which must be handled in executive session.

 

At this point, how should the chair rule? The secretary is bound by secrecy and cannot reveal the content of the minutes, even to the chair, except by order of the Board or the society's assembly. No one else present (except other members of the Board, if any) can verify the necessity of secrecy and, in particular, the chair can't be presented with any reason to rule in favour of secrecy. Trying to lift the secrecy so that a ruling could be made runs into the exact same problem.

 

Now, in practice, it would probably be advisable for the assembly to accept the secretary's opinion as a suggestion and to go into executive session anyway, but I don't think that it can be sustained as a procedural objection.

[Dan Honemann]

I'm sure it would not be a good idea to read such minutes in an open session, but I would hesitate to rule that they are out of order, because it creates a catch-22.

 

Suppose that the secretary of the Board is present, and is adamant that the minutes not be read in executive session, and the chair of the society's meeting is not a member of the Board, and as such has no knowledge of the content of the minutes. Upon a motion by a member to have the Board's minutes read to the assembly, the secretary raises a point of order that this cannot be done as the minutes contain content which must be handled in executive session.

 

At this point, how should the chair rule? The secretary is bound by secrecy and cannot reveal the content of the minutes, even to the chair, except by order of the Board or the society's assembly. No one else present (except other members of the Board, if any) can verify the necessity of secrecy and, in particular, the chair can't be presented with any reason to rule in favour of secrecy. Trying to lift the secrecy so that a ruling could be made runs into the exact same problem.

 

Now, in practice, it would probably be advisable for the assembly to accept the secretary's opinion as a suggestion and to go into executive session anyway, but I don't think that it can be sustained as a procedural objection.

 

In this situation, the chair should rule that the meeting will go into executive session if a motion is adopted requiring that the board's minutes be read.

[Sean Hunt]

At the secretary's word?

[Edgar Guest]

At the secretary's word?

 

If the meeting goes into executive session and it turns out there was no need to, where's the harm?

 

If, on the other hand, the meeting doesn't go into executive session and it turns out it should have, the damage may be irreparable.

[Gary c Tesser]

I have it in the back of my mind that it should be done as a matter of course; but I don't see it in the middle of p. 487, and I can't figure where else to maybe look for it except maybe in the annals of the world's premiere Internet parliamentary website,

I think the closest parallel to cite when arguing the reading of Board minutes in Executive Session must be held in Executive Session would be located on p. 96 ll. 9-14.

 

Thanks.  I think you nailed it; that's probably what the back of my mind was yammering about.

[J. J.]

In this situation, the chair should rule that the meeting will go into executive session if a motion is adopted requiring that the board's minutes be read.

 

 

What if his ruling is appealed, successfully?

[Dan Honemann]

What if his ruling is appealed, successfully?

 

Then something may happen which, in my opinion, is not in order.

 

I think it is improper for the membership's assembly to read, in open session, minutes of a meeting of its board that was held in executive session unless it has been advised that what is reported in the minutes is not secret, or that secrecy has been lifted by the board. If the board's minutes are read to the membership's assembly in executive session, the membership's assembly can then properly and effectively countermand its board's decision to impose secrecy on what is reported in those minutes by lifting the secrecy as to what occurred during its own meeting.

[J. J.]

Then something may happen which, in my opinion, is not in order.

 

I think it is improper for the membership's assembly to read, in open session, minutes of a meeting of its board that was held in executive session unless it has been advised that what is reported in the minutes is not secret, or that secrecy has been lifted by the board. If the board's minutes are read to the membership's assembly in executive session, the membership's assembly can then properly and effectively countermand its board's decision to impose secrecy on what is reported in those minutes by lifting the secrecy as to what occurred during its own meeting.

 

 

Well, they would have the vote necessary to rescind.  I'm not condoning the practice, but I don't see any real way of preventing it. 

[Dan Honemann]

Well, they would have the vote necessary to rescind.  I'm not condoning the practice, but I don't see any real way of preventing it. 

 

There is no way that I know of to prevent an assembly that is bent on breaking the rules from breaking the rules, but I don't think that this is the issue.

[J. J.]

There is no way that I know of to prevent an assembly that is bent on breaking the rules from breaking the rules, but I don't think that this is the issue.

 

 

I'm not convinced that, if the assembly did so, by the vote necessary to discharge a committee, it would break any rule.  I think that the assembly may order the board to reveal something it did in executive session in open session, though I would think it usually would be ill advised. 

[Dan Honemann]

I'm not convinced that, if the assembly did so, by the vote necessary to discharge a committee, it would break any rule.  I think that the assembly may order the board to reveal something it did in executive session in open session, though I would think it usually would be ill advised. 

 

I agree that there is nothing in RONR which supplies us with a clear-cut answer.

 

The rule on page 96 reads as follows:

 

"The minutes, or record of proceedings, of an executive session must be read and acted upon only in executive session, unless that which would be reported in the minutes—that is, the action taken, as distinct from that which was said in debate—was not secret, or secrecy has been lifted by the assembly."

 

The assembly referred to in this statement of the rule is the assembly whose minutes are to be read. Therefore, if a society's board has lifted any secrecy previously imposed regarding its minutes, those minutes may be read during an open session of the board without violation of this rule, and I think the same is true with respect to the reading of those minutes during an open meeting of the society's membership.

 

The question in this thread, however, relates to the membership's assembly lifting the secrecy of the minutes of a meeting of its board, which seems to me to be a different question altogether. The general rule is that the membership's assembly can rescind or amend any action of its board if it is not too late to do so, and the question is whether, and to what extent, this general rule applies to rescission of the secrecy which the board has imposed with respect to the content of its own minutes. I am of the opinion that, as a matter of necessity, the membership’s assembly may lift such secrecy at least to the extent necessary for it to determine for itself what those minutes say, but this should be the extent of it.

 

The rule on page 487 is that the board’s minutes “… are accessible only to the members of the board unless the board grants permission to a member of the society to inspect them, or unless the society by a two-thirds vote (or the vote of a majority of the total membership, or a majority vote if previous notice is given) orders the board's minutes to be produced and read to the society's assembly.” Note that this says the society may order these minutes to be read “to the society’s assembly.” It does not say that it may order these minutes to be read to nonmembers along with members during an open meeting, and at least as far as the minutes of an executive session are concerned, I think this language should be very narrowly and strictly construed.

 

As I indicated before, however, if the board's minutes are read to the membership's assembly while in executive session, the membership's assembly may then be able to effectively countermand its board's decision to impose secrecy on what is reported in those minutes by lifting the secrecy as to what occurred during its own meeting.