Executive Session - Making a motion when coming out of it

[LizBirch]

I understand the purpose of Executive Session is to keep, for example, personnel issues private and all discussion is held within Executive Session. BUT, can one make a motion once out of Executive Session that pertains to the same topic (a specific personnel situation) which doesn't disclose the particulars of the meeting?    Lets say board is in Executive Session is discussing reimbursing a member for attorney fees spent to protect themselves from action taken. During the investigation it was found the member did nothing wrong but has incurred expenses to defend himself.  During Exec. Session it goes back and forth with no resolution.   Lets then say we end Exec. Session, for whatever reason.  Once out of Exec. Session, and before we move to the next agenda item, can a member then say. "I move to reimburse John Doe 100% of his legal expenses, payable 50% in 10 days and the balance within 4 months providing he waives all future actions against the organization, and voting of this motion be taken by a roll call vote of the Board."  It then gets a second. 

 

Is the nature of that motion breaching the confidentiality of Executive Session?  

[Chris Harrison]

I would question why this motion wasn't made before the assembly came out of Executive Session (is there some law/rule in place that limits what can be done in Executive Session?).  That being said, there is nothing in RONR that would prevent such a motion from being made and if a member thinks debate on the motion should take place in Executive Session he can make a motion (unless there is a limiting law/rule in place).

[LizBirch]

The point of making it outside of Exec. Session is to make it part of the public record, minutes.  Some in Executive session, including the person this pertains to, wants this information disclosed in the minutes, is against Exec. Session, but lost the majority vote to keep this out of Executive Session.  This person, and a few other board members want this in the minutes to show members action is being taken to right a wrong.    When this motion is being made, it's not being said that was what was discussed in Exec. Session, others may assume that. But, it appears to be just a motion. 

[jstackpo]

It is entirely up to a majority of the Board to decide when the ExecSess ends, either before or after the vote on the controversial issue.

 

The only information that could "leak" out of the ExecSess is factual matter that is necessarily non-secret, such as "Joe is no longer a member", "Fred isn't president any more", "The lawsuit has been settled", or the like.

[Guest Nancy N.]

Um ...

LizBirch, are you under the mistaken impression that actions taken in executive session are not recorded, in the minutes?

[Edgar Guest]

LizBirch, are you under the mistaken impression that actions taken in executive session are not recorded, in the minutes?

 

The point of making it outside of Exec. Session is to make it part of the public record, minutes. 

 

Is this board required to make its decisions part of a "public record" as, for example, a school board might be?

[LizBirch]

I understand the discussion is Not .. but the outcome is.   A board member wants to let members know that a financial offer has been made to this member for the false accusations, and what the offer is. FYI, the organization made public, all accusations put on this member by a mailing to the members.  Now the organization seems to want to hide the negotiations.  Is this considered a "legal" negotiation, therefore, should not be made public to the members by a motion outside of Exec session.   

[Rev Ed]

I understand the discussion is Not .. but the outcome is.   A board member wants to let members know that a financial offer has been made to this member for the false accusations, and what the offer is. FYI, the organization made public, all accusations put on this member by a mailing to the members.  Now the organization seems to want to hide the negotiations.  Is this considered a "legal" negotiation, therefore, should not be made public to the members by a motion outside of Exec session.   

 

No one here can tell you what is legal.  All we can do is tell you what is okay according to parliamentary procedure.  As such, anything you can do in Executive Session, you can do outside of Executive Session.

[Edgar Guest]

Is this considered a "legal" negotiation, therefore, should not be made public to the members by a motion outside of Exec session.   

 

Well, for one thing, it would be helpful if you did not refer to the members of the organization as "the public".

 

Second, debate (or "discussion") does not belong in the minutes whether the meeting was held in executive session or not. The minutes are a record of what was done (e.g. motions), not what was said.

 

Third, the general membership can order that the minutes of a board meeting be read at a meeting of the general membership, whether the board meeting was held in executive session or not (though, if it was, the general membership meeting should also be held in executive session).

[Josh Martin]

I understand the discussion is Not .. but the outcome is. A board member wants to let members know that a financial offer has been made to this member for the false accusations, and what the offer is. FYI, the organization made public, all accusations put on this member by a mailing to the members. Now the organization seems to want to hide the negotiations. Is this considered a "legal" negotiation, therefore, should not be made public to the members by a motion outside of Exec session.

No rule in RONR provides that particular motions must be (or cannot be) made in executive session. Whether this is considered a legal negotiation is irrelevant so far as RONR is concerned. It may be that there are rules on this subject in the organization's bylaws or applicable law.

Additionally, whether a meeting is held in executive session has no bearing on whether members of the society who are not members of the board have access to the minutes. In either case, the members have access to the minutes only if the board permits it or if the membership orders it, which requires a 2/3 vote, a vote of a majority of the entire membership, or a majority vote with previous notice.

[Richard Brown]

It is not unusual or contrary to anything in RONR for a body do discuss something in executive session and to then come out of executive session and adopt a motion to do something as a result of the discussion which took place in executive session.  

 

It sounds like that is what was done here.

[Guest Nancy N.]

It is not unusual or contrary to anything in RONR for a body do discuss something in executive session and to then come out of executive session and adopt a motion to do something as a result of the discussion which took place in executive session.  

 

It sounds like that is what was done here.

 

It should be borne in mind (because that's where the thought was born) that it is not just the discussion, but everything that occurred in executive session, that is covered in the cloak of confidentiality.  Err on the side of caution, paranoia is your friend.  Not only the motions that were considered (adopted or not):  if, as an example of what Richard Brown says, the executive board, in open session, votes to rebuild the clubhouse, the board's members are still constrained from discussing with anyone else the fact that in, executive session, the board voted to blow the old cubhouse down.  For that matter, if on Tuesday everybody notes that poor Freddie Scanizaro is out with the flu, all the members of the society are forbidden to mention that at Sunday's meeting, Freddie was sneezing constantly and looked like a wreck.

 

I understand  the outcome is.....   

 

No, the outcome is not, either. A board member can say to a passerby, "Gee, it looks like some lunatic blew up the clubhouse," but he or she can in no way convey the fact that on Sunday the board hired Tony Soprano to do it.

 

.... A board member wants to let members know that a financial offer has been made to this member for the false accusations, and what the offer is. FYI, the organization made public, all accusations put on this member by a mailing to the members.  Now the organization seems to want to hide the negotiations....

 

Well, he can't.  He can't discuss it with anyone except his fellow members of the body that met in executive session.  If it's unfair what gets made public and what doesn't, then that unfairness we have to live with.  (Except that we can try at future meetings to get the board to lift some or all of the secrecy.)

[Richard Brown]

To re-iterate my answer in post # 11 and to specifically answer the two questions asked by LizBirch in her original post:

 

I understand the purpose of Executive Session is to keep, for example, personnel issues private and all discussion is held within Executive Session. BUT, can one make a motion once out of Executive Session that pertains to the same topic (a specific personnel situation) which doesn't disclose the particulars of the meeting?  

Yes.

 

  Lets say board is in Executive Session is discussing reimbursing a member for attorney fees spent to protect themselves from action taken. During the investigation it was found the member did nothing wrong but has incurred expenses to defend himself.  During Exec. Session it goes back and forth with no resolution.   Lets then say we end Exec. Session, for whatever reason.  Once out of Exec. Session, and before we move to the next agenda item, can a member then say. "I move to reimburse John Doe 100% of his legal expenses, payable 50% in 10 days and the balance within 4 months providing he waives all future actions against the organization, and voting of this motion be taken by a roll call vote of the Board."  It then gets a second. 

 

Is the nature of that motion breaching the confidentiality of Executive Session?  

No, not in my opinion.  I believe it is not only permissible but somewhat common. The important thing is not to disclose what transpired in executive session.