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  1. Our non-profit (resident run) Council constitution and by-laws provide for an Executive Committee made up of 5 officers (Chair, Vice Chair, Secretary, Treasurer and Assistant Treasurer). The current Chair and Vice Chair have been equating meeting as an Executive Committee with an executive session. From what I can tell, you can't have an executive session without the majority of the Council moving to adjourn to an executive session or perhaps without at least the Executive Committee establishing in its meeting that this is an executive session. Am I correct that Executive Committee meetings are not automatically executive sessions? If so, who can decide it is an executive session? The distinction seems important regarding the degree of confidentiality required about the meeting and the ability to inform the entire Council or all the residents. Below is a quote from the Council constitution. Regarding the Executive Committee, the Chair and Vice Chair have been using the phrase "This Committee will set operational priorities and policies for the Council" to attempt to make significant decisions in the Executive Committee meetings and then considering those to be executive sessions so that decisions are not publicized. Regarding the other members of the Council the decisions are "announced", if discussed at all, and there is no ratification by the rest of the Council. They argue this is the Executive Committee's job per this phrase of the Constitution and they are obligated to work this way They used an Executive Committee meeting (with not all Executive Committee members present) to disband a standing committee, based on their interpretation of the by-laws that it could be disbanded, and sent letters (that the full Council had not seen) to inform the committee members. It appears to me their interpretation of this phrase is much too broad and also that they are attempting to use the concept of executive session in ways not intended. In addition to my questions about executive session, how is the "set operational priorities and policies" phrase to be interpreted? Thanks for your consideration of my questions. Constitution: SECTION 3. The five (5) first named officers in Section 1 above shall comprise the Executive Committee of the Council. This Committee will set operational priorities and policies for the Council.
  2. The Board of the organization I worked for met in Executive (Closed) Session to discuss a then-ongoing legal matter. A motion was considered and passed regarding the matter. (In short, the Board gave the Executive the authority to settle the issue up to a certain amount.) The association's bylaw regarding minutes are below: 13.6 Minutes i. The minutes of the meetings of the [Board] shall: a. be the responsibility of the Recording Secretary, in their absence the [Board] may select a temporary replacement; b. include a summary of the discussion, a record of the motions passed and a numerical record of the votes taken; ii. Minutes of meetings in closed sessions shall include only a record of the motions passed and a record of the votes taken. I know the motion gets recorded in the Closed Session minutes. Does it also get put into the minutes of the meeting overall? In the past we have done so, but that is normally because our closed sessions involve naming people to positions or granting money, where the result normally gets announced in open session. This situation isn't like that so I'm not as sure. Thanks for any advice.
  3. Constitution states: Minutes of all Executive Committee meetings, including teleconferences, shall be kept and promptly promulgated to the Association members within 30 days of the meeting. So if a vote is caried out in Executive Session, do the members have the right to see the passing of that vote in the promulgated minutes?
  4. 1. A Member on the Executive Board filled a complaint upon a member while this member was running for the Executive Board. The Election Committee met regarding the complaint. The member who filed the complaint is angry because she does not believe her complaint should have gotten out to the person who she filled the complaint on. It was not in executive session so is she correct that they should not have told the person who the complaint was about that there was a complaint filled against her? 2. The union just had a committee meeting. No one called an executive session, or stated that this information is not for everyone else outside the meeting, so technically anything said at this meeting is not to be kept a secret correct?
  5. A number of members of an organization have queried the BOD on a sensitive financial issue involving the Treasurer. BOD has called special meeting to discuss issues and possible actions. Minutes of the bi-monthly BOD meetings are available to members via archive in a members web portal. Special meetings (less disciplinary actions) have been archived. All regular BOD motions are logged and archived numerically. The meeting will be called to order, and anticipate will go into executive session without objection. Also anticipate that action will be "move that the VP respond and provide Report A, Appendix I, etc." If the motion is offered in executive session, how does the action get archived? Is there a report by the Recording Secretary for the meeting minutes something like. 'During executive session the BOD adopted motion XXX-13 directing ...etc. Or does the BOD come out of executive session, president restates motion and vote is taken, and minutes reflect the action, just not the discussion? Thanks, JJ
  6. After an exuctive session, can one who was in the executive session discuss issues discussed in the executive session with another board member who was in the same executive session. In this scenario, both board members who were in the executive session would be absolutely certain that they couldn't be overheard by anyone else..
  7. Guest

    Executive Session

    What is the proper form to request going into executive session? Also, what additional form, if any, to accomplish going into executive session immediately after approval of the minutes, for the purpose of dealing with a board member (for their removal) prior to any other business being conducted that could be affected by this board member's vote, if not first removed? (The permanent removal of this member is justified and expected.)
  8. Can a non member of Board question about an Excutive Session of Board of Trustees?
  9. How is an "executive session" that is a meeting open only to Board of Directors members properly arranged? At some point during a Board of Directors session, what is the proper procedure for asking a NON-MEMBER (an employee) of the association to leave the meeting? What procedure is appropriate for asking a MEMBER of the asssociation (but not a member of the Board) to leave the meeting? Since the Board of Directors is a committee of the Association, may Association members attend Board meetings? In this case, the reason for the request is due to the nature of the subject matter; nothing to do with behavioral considerations. Thanx HAM
  10. If a motion is made and acted upon (adopted or failed) during executive session, is that motion and the result recorded in the minutes for the entire BOD meeting? Example: A Director asked to go into executive session and all members agreed. During the Executive Session, the Director submited his resignation. A motion and second was made to accept the resignation, discussion occured, and the motion carried when a vote was taken. So, should the BOD meeting minutes reflect the motion and result that occured during Executive Session? If so, could you give me an example of how that would look in the minutes?
  11. I have a question with regards to a difference between the 10th and 11th Edtions of RONR. Pages 92-93 of the 10th Edtion, with regards to Executive Session, state: "In most organizations, except those operating under the lodge system, by practicse or sometimes, by rule, membership meetings are open to the public, but board or committee meetings are customarily held in executive session." The emphasis is mine, and my question is this: Does anyone know the rationale why the part about Boards customarily holding meetings in Executive Session was removed in the 11th Edition? Of course if the custom to do so was started unther the 10th Edition, Board meetings would still normally be held in Executve Session by custom as the 11th Edition allows for this (page 95 ll 26-27.)
  12. What are the rules for taking a vote in executive session? Here is the situation: We need to take a vote on a budget item, which involves compensation of the pastor of our church. We have called a special meeting and intend to discuss the issue in executive session. There are those who believe only the governing board (those who have actual vote) should be present in the executive session - this would exclude the secretary and treasurer. The questions that have been raised are: (1) Can we vote on the issue in executive session or must we go into regular session to vote on the matter in order for the vote to be binding? (2) If we vote on the issue in executive session can someone other than the secretary record the vote?
  13. Guest

    Multiple Questions...

    My grandparents live in a mobile home park where all of the properties are individually owned. They have a home owners association in the park that is supposed to gather dues to keep the park clean, perform maintenance, etc. Recently they've had some difficulty with their board members and my questions pertain to this: 1. The board of directors went into executive session and made a decision to allow homeowners to pay for their own garbage pick-up. This was because there are multiple people who are handicapped and have trouble getting to the dumpster. A few of the members of the park, not of the board, want the dumpster. The dumpster was offered to them, at their own expense, and the 18$ normally charged to other members was subtracted. This passed and in their CCR's it says that any decision made by the board is final and legal. Now, however, they are being told that they need APPROVED minutes from the board of director's meeting; however, they haven't held a meeting since then and even if they did, there are only four board members now (the President resigned due to harassment). In the meantime, other members have begun taking the 18$ out of their dues. One of the board members, the treasurer, is threatening (verbally) members that the board is going to take legal action if they do not pay the 18$ and a 10$ late fee. My question is this: Do the meeting's minutes have to be approved before members can legally take the 18$ out of their dues, OR can they go off the board's decision and continue to pay for their own garbage? 2. They are currently electing (by secret ballot) new members of the board. The VP and Treasurer sent out ballots and demanded that people sign the envelope. However, not everyone has received a ballot AND it's supposed to be secret. My question is this: Is it legal for them to require you to sign your ballot or envelope when it is a SECRET ballot? 3. Also, in regards to question #1...is it possible to approve minutes outside of a meeting? OR what is required to approve the minutes, if necessary, so that these people can finally have their own garbage? Any help that anyone can provide would be greatly appreciated. This is causing undue amounts of stress on my grandparents and the other members of the park. There is harassment at every corner and no one seems to know the RIGHT way to go about doing things, let alone a civil way. Thanks again, Daniel
  14. At our NAP Unit meeting, we were looking at the changes in the new edition. We found one issue that appears unclear or even contradictory on which we would appreciate confirmation. It is very clear from history and pages 95-96 that the whole point of the executive session is the secrecy of the procedings. This should mean that access to the minutes of the executive session must be limited to only those people who are members of the particular committee or board that has held that session. But on page 460 l 14-17, it says that "any member" has the right to access this information. If the term "member" is used as described in the introductory material to the book, then any member of the organizaiton would have this access. We are confused. Should this access not be open to anyone who was not part of the executive session?
  15. My question pertains to who can have knowledge of events/minutes from issues addressed in Executive Session. Our Board has a staff member that keeps minutes for regular and executive sessions. She then distributes copies for approval and/or revisions. Should she be allowed in executive session and should she be privy to those minutes or should the secretary keep the minutes and how should the be stored/archived without non-board members having access?
  16. If some board members were absent during an emergency meeting that was largely in camera (an executive session), are they entitled to know the details of what happened and what was said during the "secret" portion of that meeting? Our organization does not take any notes or minutes during an executive session. Thank you Angela
  17. Greetings RONR Forum! A board has a meeting in which some issues are discussed in Executive Session. (There were no procedural issues with this.) The board voted to come out of Executive Session with a specific report (eg., "that members x, y, and z be appointed to the special committee). What is the best way to show this in the minutes?
  18. I understand that a council can elect to go into Executive Session to discuss an issue and also vote on a motion regarding the issue in Executive Session. If that motion and vote impacts the organization governed by the council, does the result of the vote need to be read in the general session and put in the general session meeting minutes.
  19. I recently joined an executive board. It is contentious, disorganized, and the presiding officer thinks it is her board under her authority. She blocks and obstructs progress, gossips, ignores the members, and is very snotty. I wish I hadn't joined but I am a member and feel terrible for the rest of our members. I refuse to quit and insist on making some sort of progress. At our last General Membership Meeting on Oct. 11, a motion passed for Executive Board Members to attend a one-day Executive Board Training. The vote was unanimous with many general members voting, although the (presiding) President voted against it. (Despite having no voting powers.) Now the President is calling for a Special Meeting on Oct. 25, we assume for executive board only but it seems to be a secret (so far). The belief is that she wants to prevent this training from happening. She was under the impression at the last meeting that we have membership meetings quarterly and executive board meetings monthly, unless it is a membership meeting. She didn't want to give her (negative) reasons for something in front of the members, and said she would wait until the executive board meeting. Sadly, she didn't know that all of our meetings are membership meetings. I see several issues with this and am looking for any others you may see. In addition, I am looking for rules to help me stop this sort of thing from happening (now and in the future). In other words, I want to block the blockers. The Executive Board cannot countermand the Membership's vote. (Or does this only apply to a "convention?" She voted illegally at the last meeting. Only somebody who voted in favor of the motion can move to reconsider. Only items published (and approved) in an agenda may be considered at any meeting. I am not sure we have the authority to conduct executive board-only meetings. Thanks for your assistance. I really need your help.
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