executive session

[svturc]

These questions regard a property owners assoc. When the Board of Directors goes in to executive session are they required to record minutes? Is the Board required to publish these Exec Session minutes to the association? If not, can a member of the association ask to read the executive session minutes? Do the motions passed in Executive session need to be published to the association if the minutes don't have to be published?

[Chris Harrison]

When the Board of Directors goes in to executive session are they required to record minutes?

Yes (RONR pp. 451-454).

Is the Board required to publish these Exec Session minutes to the association?

RONR doesn't require it.

If not, can a member of the association ask to read the executive session minutes?

They can ask but the Board is under no obligation to grant the request. However, the Association as a body can order the Board minutes read in Executive Session (RONR p. 93, p. 470).

Do the motions passed in Executive session need to be published to the association if the minutes don't have to be published?

Yes if the actions taken will be public. For example if the Board decides to paint the Association headquarters purple the Association members need to know that the Board decided to do this otherwise they are going to wonder why their HQ looks like the set for Barney and Friends.

[Gary c Tesser]

Yes if the actions taken will be public. For example if the Board decides to paint the Association headquarters purple the Association members need to know that the Board decided to do this otherwise they are going to wonder why their HQ looks like the set for Barney and Friends.

Chris, I vehemently disagree. Not only are the individual board members and the board itself constrained from revealing anything enacted or said in executive session, but I don't think the membership can order the board to reveal anything. (Previous discussions here on the Robert's Rules Website Forum (RONR MB).) (And, as you said, this might be seen as easily got around by the membership ordering the board'sminutes to be read.)

[Chris Harrison]

Chris, I vehemently disagree. Not only are the individual board members and the board itself constrained from revealing anything enacted or said in executive session, but I don't think the membership can order the board to reveal anything. (Previous discussions here on the Robert's Rules Website Forum (RONR MB).) (And, as you said, this might be seen as easily got around by the membership ordering the board'sminutes to be read.)

RONR p. 93 lines 16-21 seem to suggest that cases where the actions taken will be public are an exception to the secrecy rule.

[tctheatc]

Hmmm... that's a good one! But it doesn't say "public" but "not secret". Could not the board keep the decision to paint everything purple a secret, and when people ask about the new paint job, the board shrugs their shoulders. Not a wise strategy perhaps, but maybe the p 93 cite refers more to when the board chooses an item to be made public more than its inevitable visibility.

[David A Foulkes]

I find it an interesting section. It suggests the actions taken may not be secret while the debate should retain that quality, i.e. the done v. said parts (ll. 19-20), the latter of course not appearing in the minutes anyway. The last bit on p. 21 seems to suggest the "veil of secrecy" can be lifted by the assembly even while still with in Executive (secret) Session. Regardless, it will be difficult to keep the purple barn secret from anyone, but the reasons for painting it such, and who was for or against it, should likely never come to light even if the minutes are ordered read at a membership meeting, barring a roll call vote of course.

[Kim Goldsworthy]

Chris, I vehemently disagree. Not only are the individual board members and the board itself constrained from revealing anything enacted or said in executive session, but I don't think the membership can order the board to reveal anything. (Previous discussions here on the Robert's Rules Website Forum (RONR MB).) (And, as you said, this might be seen as easily got around by the membership ordering the board's minutes to be read.)

Oh, no.

Let me pose a question.

Q. Under what authority can a committee keep its executive session minutes a secret from the general membership?

Answer: None.

No subordinate committee and no subordinate board can keep organizational secrets from the superior body, namely, the general membership. Else, it isn't a superior body. It isn't in charge. Else it cannot instruct its committees. No subcommittee gets to say, "Let's keep this contract and this laundered money deal a secret just between us, and not tell the officers or the general membership, shall we?"

[Gary Novosielski]

I'd like to suggest that boards could avoid a lot of trouble, in the form of suspicion, cynicism, and mistrust that can develop if they conduct too much of their business in executive session, simply by voting in the open.

There are a lot of situations where the debate/discussion phase truly needs to be held confidental, but where the final action is bound to become public as soon as it is implemented. Consider the firing of the payroll clerk for fraud. The matters brought up in discussion are not anything you'd want anyone repeating, and this might take place with the clerk in the meeting answering questions. When all is said and done, he might even choose to resign, rather than face dismissal. But when the question is about to be put, the board should ask itself: do the results of the vote need to be secret?

And if not, come out of executive session for the vote--in this case to accept a resignation. Or even to dismiss the clerk, should it come to that. The fact that the clerk was dismissed is no secret. The clerk will surely know it, and many people who no longer see the clerk will figure it out soon enough.

This won't work all the time, but a board can do itself a favor by appearing more transparent if it tries whenever possible to make votes public. Sure, the wording of the motion will then appear in the minutes, but if the wording is neutral, that's not necessarily a problem.

And remember, although minutes don't tell what was said during a meeting, people do. So it's not just a question of what's recorded, it's a question of what's overheard. But what is eventually done is usually nowhere near as confidential as why, or why not.

Just a non-parliamentary opinion that seemed just barely germane.

[Shmuel Gerber]

I'd like to suggest that boards could avoid a lot of trouble, in the form of suspicion, cynicism, and mistrust that can develop if they conduct too much of their business in executive session, simply by voting in the open.

I don't see the point. The board can simply to decide (while in executive session) what should be announced openly, and then make that announcement as soon as feasible. This way, the board members don't need to decide what they're going to decide before they decide it.

[Gary Novosielski]

I don't see the point. The board can simply to decide (while in executive session) what should be announced openly, and then make that announcement as soon as feasible. This way, the board members don't need to decide what they're going to decide before they decide it.

I wasn't implying that they would pre-decide the outcome, only that they might agree that the result, whatever it was, would be decided out of exec., and the outcome entered in the regular minutes.