Guest BETH ALTA Posted January 20, 2016 at 01:09 AM Report Share Posted January 20, 2016 at 01:09 AM If an organization's bylaws state that Board meetings are open to the entire membership, can the Board still go into Executive Session for private discussion? Link to comment Share on other sites More sharing options...
Hieu H. Huynh Posted January 20, 2016 at 01:21 AM Report Share Posted January 20, 2016 at 01:21 AM No rule in RONR would prohibit it. Your rules might. Link to comment Share on other sites More sharing options...
Kim Goldsworthy Posted January 20, 2016 at 02:19 AM Report Share Posted January 20, 2016 at 02:19 AM 53 minutes ago, Guest BETH ALTA said: If an organization's bylaws state that Board meetings are open to the entire membership, can the Board still go into Executive Session for private discussion? You have a customized rule. The customized rule will have to be interpreted. I don't know if your rule's intent was relative or absolute. *** My personal opinion: The rule is relative, because the opposite case (viz., absolute) would lead to the organization revealing its "legal strategies" or "contract negotiations" to people who may not respect the secrecy and integrity of executive session. Where a rule can be interpreted in more than one way, the reasonable interpretation prevails over the not-as-reasonable interpretation. So, I would say, "Yes, you can invoke 'executive session', via the motion, Question of Privilege." The motion "Question of Privilege" is used for the "safety, health, integrity, or property-preservation" of the organization. (Quote from Demeter's Manual.) Link to comment Share on other sites More sharing options...
jstackpo Posted January 20, 2016 at 11:57 AM Report Share Posted January 20, 2016 at 11:57 AM Who? Link to comment Share on other sites More sharing options...
Guest Posted January 20, 2016 at 01:25 PM Report Share Posted January 20, 2016 at 01:25 PM In that scenario, how can the President request the Executive Session by motion? Link to comment Share on other sites More sharing options...
George Mervosh Posted January 20, 2016 at 02:29 PM Report Share Posted January 20, 2016 at 02:29 PM 3 hours ago, Guest said: In that scenario, how can the President request the Executive Session by motion? In this case the President should simply ask the board members if there is any objection to entering into executive session. In your case going into executive session might only mean imposing a requirement of secrecy among the board members, and the others who are permitted to be there according to your bylaws are simply honor bound to keep what they’ve heard secret those attending, but I'm not offering any opinion on what your rules allow and don't. Good luck. Link to comment Share on other sites More sharing options...
Gary Novosielski Posted January 20, 2016 at 03:29 PM Report Share Posted January 20, 2016 at 03:29 PM Demetwhatsisname notwithstanding, it is entirely possible to read your customized rule as preventing the board from excluding membership even during executive session. So it's a matter of interpretation by the organization. But these matters are normally decided by the Point of Order and Appeals process. I'm uncomfortable with the idea of a ruling excluding members being sustained at the Board level, when it deals with the rights of the membership as a whole. It's the membership, not the board, that interprets bylaws, if the rules in RONR apply. Link to comment Share on other sites More sharing options...
Josh Martin Posted January 20, 2016 at 07:00 PM Report Share Posted January 20, 2016 at 07:00 PM 3 hours ago, Gary Novosielski said: Demetwhatsisname notwithstanding, it is entirely possible to read your customized rule as preventing the board from excluding membership even during executive session. So it's a matter of interpretation by the organization. But these matters are normally decided by the Point of Order and Appeals process. I'm uncomfortable with the idea of a ruling excluding members being sustained at the Board level, when it deals with the rights of the membership as a whole. It's the membership, not the board, that interprets bylaws, if the rules in RONR apply. Whether it makes you uncomfortable or not, the board will decide this issue if it is raised during a board meeting. If the membership feels the board is acting incorrectly in this matter, it will need to adopt its own motions instructing the board on the appropriate course of action in the future, and/or removing board members who refuse to comply with the membership's orders. 16 hours ago, potzbie said: My personal opinion: The rule is relative, because the opposite case (viz., absolute) would lead to the organization revealing its "legal strategies" or "contract negotiations" to people who may not respect the secrecy and integrity of executive session. Where a rule can be interpreted in more than one way, the reasonable interpretation prevails over the not-as-reasonable interpretation. I agree, but if there is only one interpretation of the rule, that interpretation stands whether it is reasonable or not. I have not seen the exact language of the rule, so I don't know whether there is any ambiguity. I also concur with Mr. Mervosh that, even if the members of the society have an unqualified right to attend meetings of the board, the board could still enter executive session for the purpose of excluding any non-members of the society who might be present, and to impose secrecy on the proceedings. Link to comment Share on other sites More sharing options...
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