Executive Session

[grammaconnie]

We are a small, newly elected board. A few questions have been raised.

1. Do all sessions have to be executive sessions?

2. Is it part of the standard agenda to read the minutes of the prior meeting?

3. Discussion was held in open session regarding hiring a contractor. A board member stated he had information for the board on one of the contractors. The executive board went into executive session to discuss the matter. Is decision made in executive session as to what contractor to hire and then told in open session? Or is decision made in open session since the matter originated there(without discussing info imparted re one of the contractors)?

4. Does RONR take precedent over a motion made at annual meeting? RONR states that anything may be discussed in executive session. At a previous annual meeting a motion was made limiting the executive board to discuss only contracts, legal and disciplinary matters in executive session. Is this motion legal?

5. Must one post the agenda for executive and public sessions?

I apologize for all the questions. I have been reading RONR 10th edition since this new board is having its first meeting next week as I want to be accurate in my information. Thanks.

[Robert B Fish]

Answers:

1. No, although they could be. That is a decision for your board.

2. Yes. The minutes from teh previous meeting need to be approved.

3. You can make the decision in executive session or open session. There is no requirement that you ever announce the results of a decision made in executive session (although in this case that would be a little silly as most people will learn who is doing the work.)

4. The motion limiting the power fo the board to meet in executive session might or might not be OK. Probably, it's null and void because it changes the power of the board and that requires an amendment to the bylaws. There might be applicable laws as well depending on the type of org. that you are.

5. No rule in RONR requires an agenda and most main motions are in order during new business whether or not you have them listed on the agenda. Again, your rules might differ.

-Bob

[J. J.]

Answers:

4. The motion limiting the power fo the board to meet in executive session might or might not be OK. Probably, it's null and void because it changes the power of the board and that requires an amendment to the bylaws. There might be applicable laws as well depending on the type of org. that you are.

I'm going to disagree with friend and compatriot Bob on this point. A special rule adopted by the meeting of members would be binding on the board, unless it would conflicts with a specific clause in the bylaws (p. 469). Because this limits the conduct of business within the board meeting, it would require a special rule to regulate.

Note that to adopt a special rule the annual meeting would need to adopt it by a 2/3 vote with notice, or by a majority of the entire membership.

[grammaconnie]

I'm going to disagree with friend and compatriot Bob on this point. A special rule adopted by the meeting of members would be binding on the board, unless it would conflicts with a specific clause in the bylaws (p. 469). Because this limits the conduct of business within the board meeting, it would require a special rule to regulate.

Note that to adopt a special rule the annual meeting would need to adopt it by a 2/3 vote with notice, or by a majority of the entire membership.

[grammaconnie]

Thanks