Former Trustee

[Guest Hawk]

I understand that the minutes of a closed (executive) session are sealed, only to be open to the participants. Our BOD changes in part every year. Is there a guideline when the minutes are available or to be destroyed? When at least there is a change of one member or availble as history to subsequent boards. This is, in my opinion a confidentiality issue. Should it be defoned in the by-laws. Thank you for your input. 

[Bruce Lages]

Second question first - the minutes of all meetings, whether in executive session or not, should be kept with the organization's records for the life of the organization. There is no other defined life span for minutes. As to availability, the secretary should have minutes prepared as soon after the meeting as possible, and certainly no later than the next meeting of the body (board or general membership). Whether the minutes are made available to each member of the body before the next meeting is not specified by RONR and is up to each organization to decide for itself.

Also - a correction: the minutes of an executive session are not available only to 'participants', if by participants you mean those present at the executive session meeting. They are available to all members of the body that met, whether they were present at the meeting or not.

If you want to include rules for the availability - or destruction - of minutes in your bylaws, nothing in RONR will prevent you. Just be aware that there could be serious legal or financial consequences to destroying minutes, especially if your organization is incorporated.

[Guest Hawk]

Since the minutes of the closed session are restricted', not available to the general membership, how and where would one retain the minutes for safekeeping without having them being available to the rest of the membership? The BOD has to be able to talk freely among themselves without outsiders looking at their dirty laundry. If there is action to be taken, it is done in open session.

[Guest Who's Coming to Dinner]

All minutes of the board should be kept by the secretary of the board. If you are in the unusually dire situation of expecting members to break in and read them, put them in a safe!

[Joshua Katz]

I think this question is based on a mistaken premise.  If the board meets in executive session on January 1, 1999, and produces minutes, those minutes are available, not only to board members not present at the meeting, but to those people who join the board on December 31, 2000.  In other words, when minutes are available only to the board, as with executive session minutes, they are available to board members, even those who become board members after the minutes were produced.  Similarly, during an executive session held on December 31, 2000, it is appropriate to say "as we discussed in the executive session on January 1, 1999 . . . ." even if there are board members present who were not on the board on January 1, 1999.

I don't follow the second question.  Why does the mere existence of the minutes make them seemingly available to the membership?  Just keep them somewhere that pesky members can't get at them.  

Also, action can be taken in executive session.  If, however, you are not taking action in executive session, there should be almost nothing in the minutes of the executive session.  Discussion doesn't belong in minutes, and it sounds like all you're doing in executive session is having discussions.