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Benjamin Geiger

Does anything in RONR support an "executive session" of a subset of the assembly?

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During the most recent meeting of our organization's "Steering Committee" (a de-facto board), the last item on the agenda was an "executive session". However, when that time came, everyone except for the officers was dismissed. (It should be noted that our Steering Committee has close to 30 members, and only five of them are officers. Most---but not all---of the rest are members of the organization. It's complicated.)

Was this a misunderstanding on the officers' part, or on mine? The bylaws (both of the state-level organization and of the local organization) don't mention executive sessions. Can members (of the board) be excluded from a meeting in this fashion?

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Are these 30 people actually members of the Steering Committee or are most of them allowed to attend but have no actual rights of membership?  You may have to check those bylaws to know for sure.

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3 minutes ago, Chris Harrison said:

Are these 30 people actually members of the Steering Committee or are most of them allowed to attend but have no actual rights of membership?

Members.

Quote

Steering Committee: The Steering Committee shall be comprised of all officers, the State Executive Committeeman and State Committeewoman, Chairpersons of Standing Committees; President/Chairpersons of local Caucuses that have been chartered through the Florida Democratic Party and have at least 10 active members; and Regional Directors. Other HCDEC [Hillsborough County Democratic Executive Committee, the full organization - BG] members may be invited to attend for the purpose of making reports on special projects.

The presidents of the local Caucuses aren't required to be members, but most are.

Edited by Benjamin Geiger

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21 minutes ago, Benjamin Geiger said:

"Steering Committee" (a de-facto board),

Well, what does "de-facto" mean here?  Is this Steering Committee defined in your bylaws, or is it just something that seems to have evolved and seized power?

22 minutes ago, Benjamin Geiger said:

However, when that time came, everyone except for the officers was dismissed.

The passive voice is a problem.  Who did the dismissing, and what reason was given?  How did the dismissed people react?

22 minutes ago, Benjamin Geiger said:

(It should be noted that our Steering Committee has close to 30 members, and only five of them are officers. Most---but not all---of the rest are members of the organization. It's complicated.)

Well, this might not be all that relevant (but might be), but if the Steering Committee is, in fact, a board, this isn't strictly true.  According to RONR, directors are officers.  It is irrelevant, for the most part, whether or not they are members of the organization, since this was (I think) an executive session of the Steering Committee.

 

24 minutes ago, Benjamin Geiger said:

The bylaws (both of the state-level organization and of the local organization) don't mention executive sessions.

Well, that doesn't matter.  What matters is what they say about the Steering Committee.

As a first stab at an answer, all members of the body that is meeting are entitled to participate in executive sessions of that body.

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6 minutes ago, Joshua Katz said:

Well, what does "de-facto" mean here?  Is this Steering Committee defined in your bylaws, or is it just something that seems to have evolved and seized power?

The part I quoted is from the bylaws. I say "de-facto" in that it's never referred to as a board, but it performs the role of one.

7 minutes ago, Joshua Katz said:

The passive voice is a problem.  Who did the dismissing, and what reason was given?  How did the dismissed people react?

The chair did, and nobody objected. (I've been trying to pick my battles.)

9 minutes ago, Joshua Katz said:

Well, this might not be all that relevant (but might be), but if the Steering Committee is, in fact, a board, this isn't strictly true.  According to RONR, directors are officers.

I was going by the bylaws' definition:

Quote

Definition: The officers of the HCDEC shall be a Chairperson; a Vice-chairperson in charge of Operations, a Vice-chairperson in charge of Outreach, at least one of whom shall be of the opposite sex from the Chairperson; a Secretary; and a Treasurer. In addition, the HCDEC membership shall elect one(1) man and one (1) woman to represent the HCDEC on the State Executive Committee of the Florida Democratic Party [sic]

 

10 minutes ago, Joshua Katz said:

As a first stab at an answer, all members of the body that is meeting are entitled to participate in executive sessions of that body.

I figured something like that was the case.

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2 minutes ago, Benjamin Geiger said:

The part I quoted is from the bylaws. I say "de-facto" in that it's never referred to as a board, but it performs the role of one.

14 minutes ago, Joshua Katz said:

Okay, then I don't think its "boardiness" matters here, so long as it and its membership are defined in the bylaws.

3 minutes ago, Benjamin Geiger said:

The chair did, and nobody objected. (I've been trying to pick my battles.)

15 minutes ago, Joshua Katz said:

Well, then certainly any action taken in executive session will be valid, EXCEPT that it is likely a quorum was not present, and this might be one of the few cases where you have clear and convincing evidence of that fact.  Do you have any special quorum provisions for the Steering Committee?

Of course, it is likely that the Steering Committee can appoint subcommittees (do the bylaws permit it to delegate powers to such subcommittees) and those subcommittees can meet in executive session.  That doesn't seem to have happened here, though.

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3 minutes ago, Joshua Katz said:

Do you have any special quorum provisions for the Steering Committee?

Not specifically, neither for the Steering Committee nor for other committees. An amendment to introduce a quorum is actually being proposed during the next general meeting.

We do have a custom quorum for the organization:

Quote

Quorum: Quorum of the HCDEC shall consist of thirty percent (30%) of the total membership if total membership is 300 or more; forty percent (40%) of the total membership if total membership is 299 or less. In calculating a quorum, the Credentials Committee may take into account all previously excused absences.

In either case, though, seven is less than 40% of the membership of the Steering Committee (and is definitely less than 40% of the membership of the organization). And I don't think anyone could reasonably argue that 40% of the membership of the full organization is needed at Steering Committee meetings...

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5 minutes ago, Benjamin Geiger said:

In either case, though, seven is less than 40% of the membership of the Steering Committee (and is definitely less than 40% of the membership of the organization). And I don't think anyone could reasonably argue that 40% of the membership of the full organization is needed at Steering Committee meetings...

I do not think this provision has any relevance to the Steering Committee.  Therefore, I would think the quorum for the Steering Committee is a majority of its membership.  Since there was no quorum present during the executive session (because the chair ushered most of the membership out the door), I think you can challenge any actions taken at the executive session as having been approved without a quorum.

Of course, how do you know what happened in the meeting?  Well, members of the Steering Committee have the right to the minutes of executive sessions, even if they were absent.  So ask for the minutes.  Either the response will be to give them over, to claim that it wasn't an executive session of the Steering Committee (in that case, how did it take any actions?), or that members of the Steering Committee have no right to executive session minutes (absurd).  

On a side note, it is good to pick your battles, but absenting most (or any) members of a body from business sessions of that body is a battle worth picking.

Finally, a somewhat more interesting issue is if no actions were taken.  You still have the right, just the same, to know what went on (although there's nothing forcing anyone, so far as I know, to tell you, and it wouldn't be in the minutes, making enforcement a little more challenging).  One way to handle that is to move, in open session, to make the discussions during the executive session public, which would create a right to know, but could be dangerous for the organization.  But more generally, a subset of a body has the right to meet privately and not tell anyone what they discussed, so long as they aren't taking actions.  However, they can't do it during a meeting (they could adjourn the meeting and then retreat to a donut shop).  More importantly, they can't use any of the organization's disciplinary mechanisms to enforce their secrecy.

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20 hours ago, Benjamin Geiger said:

During the most recent meeting of our organization's "Steering Committee" (a de-facto board), the last item on the agenda was an "executive session". However, when that time came, everyone except for the officers was dismissed. (It should be noted that our Steering Committee has close to 30 members, and only five of them are officers. Most---but not all---of the rest are members of the organization. It's complicated.)

Was this a misunderstanding on the officers' part, or on mine? The bylaws (both of the state-level organization and of the local organization) don't mention executive sessions. Can members (of the board) be excluded from a meeting in this fashion?

I wonder if the confusion is that there is also a body called the “Executive Committee,” consisting only of the officers, and there is a mistaken belief that there is a connection between the terms “executive committee” and “executive session.”

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Like Mr. Martin, I, too,  wonder if perhaps this organization has an executive committee in addition to the steering committee and if this executive session was actually a meeting of the executive committee

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52 minutes ago, Benjamin Geiger said:

The "Executive Committee" is the organization itself. Yes, it's confusing.

HCDEC Bylaws Revised August 21, 2017.pdf (Not actually revised, just amended...)

Based on this additional information, and the bylaws (which do not appear to define any body consisting only of the officers), it appears that my theory was too charitable towards the officers.

As has been previously noted, an “executive session” is a meeting of an assembly where the proceedings are to be secret. All members of the assembly have a right to remain. Therefore, all members of the Steering Committee have a right to be present during an executive session of the Steering Committee.

If the officers wish to meet after the meeting of the Steering Committee adjourns, and keep their discussions a secret, they are free to do so, although this is not a meeting of the Steering Committee (or of any other body, so far as I can tell) and no decisions could be made by the officers on behalf of the steering committee during such discussions.

Edited by Josh Martin

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I would note that the steering could could appoint a subcommittee that would meet in executive session.  It could include all the steering committee members or exclude one or several of them (p. 497, ll. 14-19). 

Such a meeting would not be a meeting of the steering committee, but a meeting of that subcommittee. 

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32 minutes ago, J. J. said:

I would note that the steering could could appoint a subcommittee that would meet in executive session.

While the discussions of that subcommittee would be secret, wouldn't any actions of the subcommittee either have to come back to the full committee for action (where the matter would be discussed again) or explicitly outlined in the motion forming the subcommittee?

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1 minute ago, Benjamin Geiger said:

While the discussions of that subcommittee would be secret, wouldn't any actions of the subcommittee either have to come back to the full committee for action (where the matter would be discussed again) or explicitly outlined in the motion forming the subcommittee?

It would depend on the nature of the referral to the subcommittee. For example, the subcommittee could be established with power to actually carry out certain actions, such as actually putting on a Cinco de Mayo party rather than just making recommendations as to location, entertainment, Etc.

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7 minutes ago, Richard Brown said:

It would depend on the nature of the referral to the subcommittee. For example, the subcommittee could be established with power to actually carry out certain actions, such as actually putting on a Cinco de Mayo party rather than just making recommendations as to location, entertainment, Etc.

If the bylaws give the Steering Committee the power to delegate, correct?

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38 minutes ago, Joshua Katz said:

If the bylaws give the Steering Committee the power to delegate, correct?

I don't know that the bylaws would have to do that if the steering committee is functioning as an executive board.... which seems to be the case with this organization.  It is called a "committee"  (steering committee), but actually functions as a board.  I think a board can refer matters that are within its jurisdiction to a committee which it creates "with power" to execute a particular task.

I'm interested in what others have to say on this point... and in a citation, if someone has one.

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The language in these three provisions in RONR indicate to me that a committee of a board can be created "with power" to actually execute assigned tasks:

From pages 484-485:  

"Bodies Subordinate to a Board
As a general principle, a board cannot delegate its authority—that is, it cannot empower a subordinate group to act independently in its name—except as may be authorized by the bylaws (of the society) or other instrument under which [page 485] the board is constituted; but any board can appoint committees to work under its supervision or according to its specific instructions. Such committees of the board always report to the board. " 
(Emphasis added).

From pages 485-486:

"COMMITTEES OF A BOARD. Where an organization is local—for example, a society for sustaining a foster home for children—the executive board usually divides itself into committees having charge of different branches of the work during the interval between the monthly or quarterly meetings of the board. At the board meetings these [page 486] committees report on the fulfillment of their assigned responsibilities. In such cases the committees are genuinely subordinate to the board and must ordinarily report back to it for authority to act (in contrast to an executive committee, which usually has power to act as the board, and in contrast to standing committees of the society, which are not subordinate to the board unless made so by a provision in the bylaws). Any board can appoint committees of the kind just described without authorization in the bylaws. "

And, finally, from page 490:

"Generally the term committee implies that, within the area of its assigned responsibilities, the committee has less authority to act independently for the society (or other constituting power) than a board is usually understood to have. Thus, if the committee is to do more than report its findings or recommendations to the assembly, it may be empowered to act for the society only on specific instructions; or, if it is given standing powers, its actions may be more closely subject to review than a board's, or it may be required to report more fully. Also, unlike most boards, a committee in general does not have regular meeting times established by rule; but meetings of the committee are called as stated on pages 499 and 501–502. Some standing committees, however—particularly in large state or national organizations—function virtually in the manner of boards, although not designated as such.
When a committee is appointed "with power," this means with power to take all the steps necessary to carry out its instructions. "

All of this leads me to believe that an executive board, which I believe this "steering committee" really is, can appoint a committee "with power" to carry out an assigned task.

Edited by Richard Brown
corrected typo

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But in any case, the actions the subcommittee is allowed to take would need to be spelled out in the motion that creates it, no? So it's not just going to be a matter of "we're going to create this subcommittee consisting of just the officers, and nobody else is allowed to know what we do"...

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12 hours ago, Richard Brown said:

The language in these three provisions in RONR indicate to me that a committee of a board can be created "with power" to actually execute assigned tasks:

 

Well, I'm not sure that, whatever these passages indicate, it is a general authority to delegate power.  I agree that even without bylaw authorization, a subcommittee can be tasked with specific things, such as putting on a party, but I think the board would need to, for instance, set a budget, rather than authorizing a subcommittee to spend whatever it wants.

10 hours ago, Benjamin Geiger said:

But in any case, the actions the subcommittee is allowed to take would need to be spelled out in the motion that creates it, no? So it's not just going to be a matter of "we're going to create this subcommittee consisting of just the officers, and nobody else is allowed to know what we do"...

The board would have to adopt a motion creating the subcommittee, and that motion would need to say what's being delegated, correct.  This is something of a tangent, I think.  It's clearly not what happened in your circumstance.  And if the subcommittee is to be authorized to do things, the motion would need to include that as well.  You can't, to state the obvious, form an empowered subcommittee by saying "we're in executive session, you members get out here!"

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Guest Zev

Did I miss something here? The Steering Committee had thirty members but only five took part in a meeting while twenty five were excluded by decree. Does not sound like they had a quorum to decide any business to begin with. If this is true then they could not have appointed any subcommittees either. As to the original question about the exclusion, the answer is "no." They cannot be excluded. (There is a technique for excluding one or perhaps just a few members, but that is not the present case.)

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Guest Zev, I agree (and said mostly the same thing above).  The conversation then veered off, perhaps driven by a stray comment I made about subcommittees.  So I do not believe you missed anything.

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