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  1. If a previous meeting's Executive Session's minutes are voted on and approved in the Open Session of the current meeting, do those Executive Session minutes now become record for the open minutes for that meeting? Meaning June's ES minutes are approved in July's Open Session. If they do become part of July's OS record, how should they be recorded?
  2. In a non profit scenario I have 2 questions: 1. Do you need to say how long the executive session will last 2. If you go over the time mentioned do you for example need to go out into a empty hallway and announce the extended time?
  3. Our nonprofit board's new chair asked that an executive session be added as a standing item to all board agendas and, further, that the board "automatically" adjourn into executive session at the conclusion of each meeting "in case the board has anything it wants to discuss privately." Does RONR or any authoritative source stipulate a board's consideration of an executive session, e.g., adoption of a main motion (with or without stating the proposed executive session topic), etc.? Or does a nonprofit board self-govern in this respect, absent any guidance from the organization's bylaws?
  4. Guest

    Executive Meeting

    In an executive session can members be removed and a vote cast when members removed are not stated in the resolution?
  5. I am on an Executive Board of a National Organization. The organization has different levels of subordinate groups (state, region, chapters, etc.) beneath the group. Recently, during a regular general membership meeting at a local chapter, which is open to the public, a motion was made and seconded to go to an executive session. All nonmembers were asked to leave the room. During this session, a member that was not present had accusations made, and during the session, the members conducted a vote that was exactly the 2/3's needed to vote the non-present member out of the group. The meeting then left executive session and the nonmembers were invited back into the room. The Bylaws state that 2/3's of the members present must vote to terminate a membership. It does not state this is supposed to occur during an executive session. That member feels that there should have been notice, or a chance to defend the accusations, which they feel was false or inaccurate. He feels that if the members present had heard his side of the story, he would have only had to convince one member to sway the way the vote went. In addition, in my understanding, the executive session could have been done for discussion purposes, but the vote should have happened after the executive session ended. Can someone clarify if the procedures were done correctly, and if there is any due process that member has going forward? Lastly, if members that were not present for the vote feel that the vote was stacked against the member voted out of the group, can they simply make a motion, with a second, to get the member reinstated? Would that only require a majority vote, as all other motions during a general meeting?
  6. What is the complete process for Executive Session minutes - taking, storing, approving, and RONR reference
  7. For a sub-committee in camera meeting (Board Directors). Do you provide notice to ALL members of the sub-committee as a way of informing them of the meeting, knowing that not ALL can attend? My understanding is that a meeting is not taken as an in camera or executive session but rather a SECRET MEETING when any committee member is not informed or is excluded from notice. Please advise
  8. If a non-board member is part of a committee, but the committee wishes to discuss a confidential matter known only to the board, can a committee member be excluded?
  9. Can board members going into executive session vote to exclude one of their own members if that person is perceived to be a potential confidentiality risk?
  10. I might be a bit confused so looking for clarification. Board Minutes of an organization was published to its membership today. This is a national club so the BOD meets monthly via conference call and members do not attend the meetings. There was a special meeting held where the BOD received notification that a member of the current board wanted to prefer charges against another current board member. The fee required was paid and the board member was notified of the charges against them. It was also stated that a motion was made to move ahead with charges against two other members. I don't see where a specific member paid the fee to prefer charges so not sure this set of charges is legitimate. I'm assuming the board itself is preferring charges against these two additional members but there were not many details. The fact that these three members having charges preferred against them are members who were recently elected by the membership to serve on the next BOD (during a contentious election), is interesting to me. It seems that there might be some sour grapes here but, I digress. Each member who has had charges preferred against them has been notified and a hearing date has been set. Should this "special meeting" actually have been held in Executive Session, and if yes, how does not being held in Executive Session affect this process going forward?
  11. At a board meeting, the president said: You understand that this next matter will be an executive session. And the discussion started. No formal motion, no second, no vote. Was this a proper and valid executive session? Are the participants bound ? Thank you.
  12. I am the secretary of a small nonprofit. In executive session minutes, what should be included and not included? There are some members of the board who are insisting on detailed minutes. Is there a section of RONR that I can quote to be very clear? The executive session regards removal of a board member and it has gotten ugly. There are even motions against using RONR. Thank you.
  13. Guest

    Executive Session

    Does a board need to go into executive session to review applications for an appointed position? If so, should minutes show discussion or just the action taken?
  14. 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?
  15. Can a Board exclude specific members from Executive Session? School Board, subject to FOIA...re: Superintendent evaluation. A member did not complete the written review and other members feel this person should be excluded from the Executive Session related to this review.
  16. After reading this thread, I have a question: Why is the motion, relating to entering or leaving Executive Session, debatable? I can sort of understand in a general sense why the motion to enter into Executive Session is debatable, within reason. For example, one member may think an issue is of a sensitive or controversial nature, while another member may not. But the motion to come out of Executive Session seems far more simple - either you want to end Executive Session or not. I know I am missing something here, but I don't know what it is so I am asking.
  17. Is my local city council trying to pull a fast one? A city council work session was scheduled for 5:30. It had its own agenda. There were some controversial subjects that were of interest to the public. The regular council meeting was to begin at 7 p.m. It had its own agenda. The council decided to have an executive session at 5:30. It was held in a small side room. I was not there so I don't know if the mayor even called the city council meeting to order. The door was closed to the ex. session meeting. No sign on door. Then the door was opened and - according to them - this was to indicate that the work session was "open." to the public. No signs were ever put on the doorways to indicate any kind of a meeting. In the meantime, three people were sitting in the council chamber waiting for the work session to start. The council came into the chamber at 6:45 and when asked about the work session - told people that the door was open to the side room and that should have been enough to let them know that it was open to the public. Was everything done correctly?
  18. Guest

    Executive session

    Can someone give me a direct link to the "Executive Session" part of Roberts Rules? I just need to print it. Thank you in advance! MLC
  19. (See RONR's explanation of "member" in Chapter 1.) If an organization's bylaws have defined their membership into CLASSES, then, Q1. Is it true, that for all classes which have had the right to vote taken away, all members of THAT class have simultaneously lost the right: (a.) to attend executive session? (b.) to receive notices of meetings? (c.) to make motions? (d.) to speak in debate? (e.) to nominate people for office? *** Put another way: Q2. If some classes of membership have had the right to vote taken away, then, what "rights" do remain within those classes?
  20. Guest


    Once you are in executive session 1) you are able to make a motion, (in this case disciplinary), discuss and vote, correct? If majority rules in favor of the disciplinary action and then the executive session is terminated - 2) Do we need to vote again in regular session or just record the results of the executive session, in the minutes?
  21. I have been trying to find answers to specific questions regarding Executive Sessions without any luck. I apologize if I missed the answer in my search of the forum. 1. What are the specific procedures for an "Executive Meeting" to be called? Can it be assumed or must it be called for a vote? 2. Is an Agenda not permitted to be given for an "Executive Session"? 3. Do they preclude other Board members not present, but invited or otherwise, from knowledge of the content of said meeting? Or from joining after meeting is called to order (Closed or Open)?
  22. Guest

    Executive Session

    Regarding Executive Sessions the following is present in RONR p. 95 starting on line 30 and carrying over to p. 96 is the following: · "Whenever a meeting is being held in executive session, only members of the body that is meeting, special invitees, and such employees or staff members as the body or its rules may determine to be necessary are allowed to remain in the hall. Thus, in the case of the a board or committee meeting being held in executive session, all persons – whether or not they are members of the organization - who are not members of the board or committee (and who are not otherwise specifically invited or entitled to attend) are excluded from the meeting." Thus upon the motion and duly adopted by a majority vote of the Board to enter into executive session, could the Board then decide real time who can attend the Executive Session? This Board in question does not have any current rules or regulations regarding who can or cannot join executive sessions. The Board routinely has non-board members attend meetings (counsel, various advisers, some donors, friends, etc) and they are curious if they can exclude non-board members by a vote of the Board after the Board votes to go into an executive session. I have never seen this scenario in action and curious if there are any further rules that govern this scenario. Any assistance would be appreciated. Also if there are references to other areas in RONR I should be looking if you could that in your response that would be great.
  23. At our boards last special board meeting, the motion to adjourn the special meeting and disconnect the phone line which was passed. and the meeting was adjourned. A Motion was then made to go into executive session which was voted on and done. Is that an executive session or a non noticed meeting of the board from the Roberts Rules perspective. Was there the protection of executive session in that meeting if the minutes reflect the above? thanks for the help!
  24. Our HOA board mtg agendas always include a caveat... "And Executive Session as needed." When an Exec Session is "needed" the motion states the generic cited in Virginia Code § 55-79.75.C Meetings of unit owners' associations and executive organ ... personnel, potential litigation, et al, but never with any more specificity, e.g., Litigation (paving contract), personnel (staff/director/member). I am uncomfortable that failure to offer such specificity enables discussion in executive session to wander. Cited Virginia legislation seems to support such a vague topic identification for executive session. My question is: Do others more knowing see a "generic" notice as legal and or appropriate? Have other HOAs found a wording for exec session notice that ensures more transparency? More specificity in the motion to go into Exec session would ensure directors voting on the motion to reconvene in open session were affirming there was no deviation from topic in discussion.
  25. Guest

    Issues at hand

    Our private organization's constitution contains the following clause entitled "Conducting Business Meetings": Any member may attend any meeting of the boards, committees and societies and speak to issues at hand if not restricted by this Constitution; though, for good order, the chairman has the right to place restrictions and policies on meeting guests. The chairmen of some boards have put guest policies in place where guests are entitled to speak to the business items on the pre-published agenda at the start of the meeting, then proceed with the board meeting in a closed session consisting only of the elected board members who are entitled to vote. These chairmen have therefore defined "issues at-hand" to mean the business motions that were on the pre-published agenda, which is always adopted as the agenda for the meeting. They believe the spirit of the constitution clause is satisfied by giving general members time to speak ahead of the formal board member debate. However, a dispute has arisen with a member who has interpreted the term "issues at hand" to mean the items under discussion at the time they are opened for debate among the board members, therefore allowing them the right to attend the closed session and be given the chance to participate in the debate. They define "at hand" to mean the real-time debate by the board voting members. Under this interpretation, there would be no closed sessions. It appears that resolution of this concern requires agreement on the term "issues at hand". This does not appear to be a formal term in RONR, and I am interested in opinions from the forum on this debate.
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