Executive Session Minutes

[Guest mjayaram@gmail.com]

Are the Executive session minutes not to be distributed to Board members? Our non pprofit Organization had an Executive session and the Secretary says the Minuets will be available only for review at the next Board meeting and will not E mail in advance or give a copy as is done for regular monthly meetings. In my opinion this is wrong.  Please comment.

[Hieu H. Huynh]

No rule in RONR requires the minutes to be provided to members in advance of the meeting.

[Richard Brown]

While I agree with Hieu Huynh's statement that no rule in RONR requires that minutes be distributed in advance, your own society may have adopted a rule or a custom of distributing the minutes in advance of a meeting.  If you do have such a rule or a custom, then, in my opinion, the secretary is not at liberty to ignore the rule or custom just because the minutes are of an executive session. 

 

Even if there is only a custom, but not a written rule, of distributing the minutes, such custom does not violate any rule in RONR and should be continued until the society itself enacts a new rule or votes to stop the custom.  The secretary does not have the authority to ignore an established rule or custom.

 

However, in fairness to the secretary, he is probably trying to do what he thinks is necessary to preserve the secrecy of an executive session.  

 

One can also make the argument that the custom of distributing minutes in advance applies only to minutes of regular meetings and not to minutes of executive sessions.  If that is the secretary's position (or the position of anyone else), a point of order should  be raised at the next meeting.  The chair can then rule on the issue and that ruling can in turn be appealed to the assembly (in this case the board). 

 

It is ultimately up to your organization to interpret its one bylaws and other rules... and customs.

 

Edited to add:  You might read the section on "Custom" on page 19 of RONR.

[Kim Goldsworthy]

Are the Executive session minutes not to be distributed to Board members? Our non pprofit Organization had an Executive session and the Secretary says the Minuets will be available only for review at the next Board meeting and will not E mail in advance or give a copy as is done for regular monthly meetings. In my opinion this is wrong.

>> Are the Executive session minutes not to be distributed to Board members?

 

Executive session minutes are to be distributed only within an executive session, i.e., the secretary has no right to mail the minutes to a household where the mail might be opened by a non-member (e.g., a spouse, a personal assistant, a forwarding service, etc.).

The secretary cannot assume that surface mail is secure, in that regard.

So your secretary was prudent and conservative, and has maintained the necessary security of executive session.

 

>> Our nonprofit organization had an executive session

>> and the secretary says the minutes will be available

>> only for review at the next board meeting.

 

Perfect.

That complies with Robert's Rules of Order. -- Assuming that the board meeeting invokes executive session when the minutes are entertained.

 

>> Secretary will not e-mail in advance or give a copy as is done for regular monthly meetings.

 

That complies with Robert's Rules of Order, and complies with what we know about internet security.

The secretary cannot willy-nilly send executive session documents through any source which risks exposure to non-members of the body which had imposed executive session on itself.

Not all people have secure email addresses.

Note all people have secure surface mail.

 

So, it appers that your secretary is on the ball, and chose the safest route possible.

Good.

You are lucky to have a thinking secretary.

 

***

 

To the contrary:

Your board is free to adopt adminstrative rules to the contrary.

Perhaps your board will want its executive session minutes sent via e-mail or surface mail.

 

I would recommend against such rolling-of-the-dice for sensitive information.

But your board might see it otherwise.

Your situation and circumstances might be different or unique.

You may prefer to use "Drop Box" of "Hightail" to send documents over the internet in a secure fashion.

 

To repeat, it isn't up to the secretary to put the organization at risk and to use non-secure modes of transportation for organizaton documents.