Excluding board member from executive session

[Guest Virginia Lauglin]

Board is considering executive session and discipline or firing executive director who also is a board member. There is urgency to do this as result of federal and state advisement. There are not enough board members to refer to committee. Can we exclude ED/board member from executive session? If so, must the ED Be included in notice? (Two members of board can request exec. Session through clerk and meeting must be scheduled within ten days. ) please cite RONR as applicable. Thanks for your help.

[Hieu H. Huynh]

How did the executive director become a board member? Why is federal and state advisement involved? Why can't it be referred to committee?

[Gary Novosielski]

RONR does not appear to be very applicable, since it should only take a majority vote to go into executive session at any meeting.

 

What you're describing (a meeting called by members and scheduled through the secretary) is what RONR calls a special meeting or called meeting, as differentiated from a regular (regularly scheduled) meeting. It may or may not be held in executive (i.e.,confidential) session.

 

I don't understand what you mean when you say you do not have enough members to refer to (presumably a disciplinary investigative) committee.  The motion to Refer requires only a majority vote.  If you can't pass that motion, how can you pass any motion?

 

More to your point, unless a member of a body has been stripped of certain membership rights by virtue of disciplinary action, you cannot exclude that member from the meetings of that body, nor can you fail to notify a member of a meeting.

[Josh Martin]

There are not enough board members to refer to committee.

 

What do you mean by this?

 

Can we exclude ED/board member from executive session? If so, must the ED Be included in notice?

 

No, the member may not be excluded, and yes, the member must be included in the notice.

 

"A member of an assembly, in the parliamentary sense, as mentioned above, is a person entitled to full participation in its proceedings, that is, as explained in 3 and 4, the right to attend meetings, to make motions, to speak in debate, and to vote. No member can be individually deprived of these basic rights of membership—or of any basic rights concomitant to them, such as the right to make nominations or to give previous notice of a motion—except through disciplinary proceedings." (RONR, 11th ed., pg. 3)

 

"A special meeting (or called meeting) is a separate session of a society held at a time different from that of any regular meeting, and convened only to consider one or more items of business specified in the call of the meeting. Notice of the time, place, and purpose of the meeting, clearly and specifically describing the subject matter of the motions or items of business to be brought up, must be sent to all members a reasonable number of days in advance." (RONR, 11th ed., pg. 91, emphasis added)

 

It appears that, as of yet, there have not been any disciplinary proceedings, so the Executive Director may not be excluded from the meeting or the notice unless there is some provision in your bylaws (or applicable law) which would permit this.

[Guest Guest]

The answer to most of your questions/comments is we have a split board. A small board that is being rebuilt after sudden resignation of all previous board members. (And reasons have not been disclosed). Advisement is following consultation with administration(s) overseeing grant. Consultation is because of ED Failure to produce information and documents (including information regarding where monies are held and who has rights of signature) after repeated requests over 4 month period.

Failure to pass a motion? Exactly.

Meeting to amend bylaw pertaining to her voting power disintegrated before an agenda was ever considered.

We need to meet to discuss candidly how to proceed and to have phone conference with federal program specialist.

It is step before Official Fed investigation.

Is there procedure to have a board member leave in order to allow intention of confidentiality?

Yes, it's a mess.

ED is incorporatir and published original bylaws of nonprofit.

[J. J.]

The answer to most of your questions/comments is we have a split board. A small board that is being rebuilt after sudden resignation of all previous board members. (And reasons have not been disclosed). Advisement is following consultation with administration(s) overseeing grant. Consultation is because of ED Failure to produce information and documents (including information regarding where monies are held and who has rights of signature) after repeated requests over 4 month period.

Failure to pass a motion? Exactly.

Meeting to amend bylaw pertaining to her voting power disintegrated before an agenda was ever considered.

We need to meet to discuss candidly how to proceed and to have phone conference with federal program specialist.

It is step before Official Fed investigation.

Is there procedure to have a board member leave in order to allow intention of confidentiality?

Yes, it's a mess.

ED is incorporatir and published original bylaws of nonprofit.

 

 

And none of that makes any difference.  If she is present and a member, she can stay.  If the meeting starts to "disintegrate," raise a point of order. 

[Josh Martin]

Is there procedure to have a board member leave in order to allow intention of confidentiality?

Not in RONR.

The usual solution we recommend to this problem is to refer the issue to a committee, but if you don't have the votes for that, and the ED won't cooperate, I guess you're stuck with the ED being there. You might check with a lawyer to see if there's anything in applicable law that would help.

There are disciplinary procedures for offenses occurring during a meeting, so you might be able to remove the ED (or other members) for improper behavior during the meeting... but if you don't have the votes to do anything, I don't know how much that will help. See RONR, 11th ed., Section 61 for more information.

[Guest Guest]

Thanks, Josh, your referrals to RONR helps and your words well taken. Chair is inexperienced and believes she has unilateral say regarding all board activity. Our governing documents are bylaws and RONR (11th); they are ineffective if Chair doesn't understand them and refuses to acknowledge the floor or to abide by them. In fact, she recently admitted she's never read them. Oh dear!

I do understand what I must do as Clerk, and appreciate your thorough follow through to give me the resources. Thanks, again!

[Robert Paulson]

Keep in mind that you have the right to appeal decisions from the chair, which then only require majority vote.

[Rev Ed]

Not in RONR.

 

Actually, indirectly there is.  The Board is free to pass a motion asking the ED to leave the meeting while they discuss the issue.  But the Board cannot compel (make) the ED leave.

[Gary c Tesser]

[This is still Ms Laughlin, I trust?] :

 

... Chair is inexperienced and believes she has unilateral say regarding all board activity. Our governing documents are bylaws and RONR (11th); they are ineffective if Chair doesn't understand them and refuses to acknowledge the floor or to abide by them....

 

 

Keep in mind that you have the right to appeal decisions from the chair, which then only require majority vote.

 

Not true, Ms Guest.  Prompt and vigorous raising of Points of Order, and appeals of rulings from an ignorant and (therefore) tyrannical chair (per Mr Paulson)can often rein her in pretty darn quick.  (Admittedly, sometimes they can't.)  Do look at p. 650 - 653.  ANd maybe someone can find you Rod Davidson's "Oklahoma script" (my term).

[Josh Martin]

ANd maybe someone can find you Rod Davidson's "Oklahoma script" (my term).

 

Mr. Davidson's script on suspending the rules to remove the President from the chair is linked to in this thread.

[Gary c Tesser]

Mr. Davidson's script on suspending the rules to remove the President from the chair is linked to in this thread.

 

Thanks to Mr Martin and Mr Harrison.