Guest Lisa Bayley

Executive Assistant & Board Secretary

8 posts in this topic

Our board went into an in-camera session and management (and me) was asked to leave.  Normally, I will be given some general notes and a general/vague resolution to record.  This time, the Chair wants to provide a general description of the discussion and simply make note that two resolutions were passed - I am not being given the resolutions.

Is this acceptable?

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Yes.  The board can decline to waive the secrecy of the proceedings and since you had no right to attend you have no right to know what they adopted.

The person who took the minutes during the executive session will have a record of those resolutions.

 

Edited by George Mervosh
Added second sentence.

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5 hours ago, Guest Lisa Bayley said:

Our board went into an in-camera session and management (and me) was asked to leave.  Normally, I will be given some general notes and a general/vague resolution to record.  This time, the Chair wants to provide a general description of the discussion and simply make note that two resolutions were passed - I am not being given the resolutions.

Is this acceptable?

I have essentially the same question as Mr. Huynh.  Are you the Secretary?  If so, aren't you a member of the board?   And if you are a member of the board, on what basis were you asked to not attend?  You had a right to be there if you are a member of the board.

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In corporate boards, it's not uncommon for the secretary to be a high-ranking employee, often an executive, who is not a member. In such a situation, the board can excuse non-members, including its secretary.

But such boards are also usually subject to statutory requirements to take and keep minutes, so it becomes the responsibility of the board to ensure that proper minutes are taken for that session and kept on file. If there's a great deal of confusion on how best to do this or the requirements involved, this is a question for a lawyer and not a parliamentarian.

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13 hours ago, Alexis Hunt said:

In corporate boards, it's not uncommon for the secretary to be a high-ranking employee, often an executive, who is not a member. In such a situation, the board can excuse non-members, including its secretary.

But such boards are also usually subject to statutory requirements to take and keep minutes, so it becomes the responsibility of the board to ensure that proper minutes are taken for that session and kept on file. If there's a great deal of confusion on how best to do this or the requirements involved, this is a question for a lawyer and not a parliamentarian.

Yes, but the Board is free to allow anyone they want to stay.  I would argue that the Board cannot be doing its job recording what was done at a meeting if no one was taking Minutes.  As this is normally the job of the Secretary, it would be normal for the Secretary to remain in the meeting, even if not a member.  The person would be bound to keep confidential information secret, and if an employee could have this written right into their employment contract to ensure this.

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2 hours ago, Rev Ed said:

Yes, but the Board is free to allow anyone they want to stay.  I would argue that the Board cannot be doing its job recording what was done at a meeting if no one was taking Minutes.  As this is normally the job of the Secretary, it would be normal for the Secretary to remain in the meeting, even if not a member.  The person would be bound to keep confidential information secret, and if an employee could have this written right into their employment contract to ensure this.

In this situation, however, the board chose not to have the employee remain, and (I assume) to have a board member take minutes, which is entirely within the board's rights. The board is under no obligation to inform its regular Secretary of anything that occurred at the meeting.

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4 hours ago, Josh Martin said:

In this situation, however, the board chose not to have the employee remain, and (I assume) to have a board member take minutes, which is entirely within the board's rights. The board is under no obligation to inform its regular Secretary of anything that occurred at the meeting.

Josh, as I have been reminded more than once, we cannot assume that anyone took Minutes during the Executive Session.  I agree that Board was within its rights to exclude the Secretary, however the Minutes still need to be maintained and there is nothing that I read to indicate this.

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