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  1. We are a vestry of a church. We are tasked to discuss the Rectors's financial package. The Rector insists of being present during the discussion. The Vestry members are intimidated by him being present and they will not be able to discuss freely and objectively with him being present.We would like to have Robert's Rules verbiage on how to conduct an executive session.
  2. 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?
  3. 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.
  4. 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.
  5. 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?
  6. 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?
  7. 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?
  8. Guest

    Executive Meeting

    In an executive session can members be removed and a vote cast when members removed are not stated in the resolution?
  9. 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?
  10. What is the complete process for Executive Session minutes - taking, storing, approving, and RONR reference
  11. 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
  12. 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?
  13. 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?
  14. 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.
  15. 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.
  16. 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?
  17. 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?
  18. 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.
  19. 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.
  20. 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?
  21. 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
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