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Excecutive Session


Guest Very Concerned

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Guest Very Concerned

Does a Board need to have a motion including the subject involved and vote that is recorded in the Board meeting minutes prior to entering Executive Session? Does the result of the discussion under Executive Session need to be recorded in the Board meeting minutes? If a Board member was not present at the Board meeting and/or the Executive Session can he/she request information on the topic, minutes if taken,and result of the executive session? And if so are they then considered sworn to secrecy? If only the elected voting members of a Board were present at a Board meeting then could it apprear an impropriety to enter Executive Session since the only purpose could be secrecy? If a member of a society has significant cause and evidence to believe an Executive Session was used for inappropriate, prediduced or possible unethical reasons, what can the do remedy the problems? Your opinions and advice are greatly valued.

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"Very concerned" seems to have the wrong idea about executive session. Unless bylaws or other applicable rules or statutes say otherwise, the board may enter executive session at any time and for any reasons it alone deems proper. They can discuss whatever they wish and take any action that could be taken in open session. Frequently, they will have to make known what decisions were made but maybe not. (If they decide to fire the executive director, that will be known when he/she is fired. If they decide to hear a report from the personnel committee, they might not make that information public.

Be reminded that the minutes - including the minutes of executive session - should contain mainly a record of what was DONE at the meeting and not what was said by the members. The minutes of the executive session might be a short as: "At 2:35 PM, the Board approved a motion by Mrs. Brown to enter executive session. The meeting adjourned at 4:05 PM."

-Bob

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Does a Board need to have a motion including the subject involved and vote that is recorded in the Board meeting minutes prior to entering Executive Session?

No. The subject does not need to be included in the motion, and the vote may or may not be recorded in the minutes, depending on when the motion to enter executive session was made and how the vote was taken.

Does the result of the discussion under Executive Session need to be recorded in the Board meeting minutes?

Well, I don't know what you mean by "result of the discussion." The result of any main motions adopted by the board will need to be recorded in the minutes.

If a Board member was not present at the Board meeting and/or the Executive Session can he/she request information on the topic, minutes if taken,and result of the executive session?

Yes.

And if so are they then considered sworn to secrecy?

Yes.

If only the elected voting members of a Board were present at a Board meeting then could it apprear an impropriety to enter Executive Session since the only purpose could be secrecy?

There is nothing necessarily improper about entering executive session.

If a member of a society has significant cause and evidence to believe an Executive Session was used for inappropriate, prediduced or possible unethical reasons, what can the do remedy the problems?

Well, first of all, the general membership could order that the minutes of that board meeting (including the portion in executive session) be read at a meeting of the general membership. This requires a 2/3 vote, a vote of a majority of the entire membership, or a majority vote with previous notice. On the off chance that the board did enter executive session for a legitimate reason, you might want to have the general membership enter executive session before making such a motion, so that any confidential information at least remains within the society. If the facts continue to support the idea that Executive Session was used for "inappropriate, prejudiced or possibly unethical reasons," the general membership might want to take a look at FAQ #20and Ch. XX of RONR.

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If only the elected voting members of a Board were present at a Board meeting then could it apprear an impropriety to enter Executive Session since the only purpose could be secrecy?

Well, the only reason ever to enter executive session is secrecy.

So, if secrecy is what is needed, why would you consider it to be inappropriate? That's exactly what it's for.

(But note that these answers apply to a private society. If by some chance you're talking about a public body, and failed to mention it, there may be state "Sunshine" laws that apply, which could change the answers to several of those questions, but that would not be a matter covered in RONR.)

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"...there may be state "Sunshine" laws which apply..."

That's quite true but people should be most wary about accepting any assertions that open meeting (sunshine) laws apply to your group. It's not true, for example, that they apply to all 501c(3) organizations, to all groups that meet in public buildings, to all groups, etc. If in doubt - since this is not a matter for RONR - call the office of your state's secretary of state.

-Bob

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That's quite true but people should be most wary about accepting any assertions that open meeting (sunshine) laws apply to your group. It's not true, for example, that they apply to all 501c(3) organizations, to all groups that meet in public buildings, to all groups, etc. If in doubt - since this is not a matter for RONR - call the office of your state's secretary of state.

-Bob

I agree. It is unlikely that Sunshine laws would apply to you unless you are a truly publicly elected/appointed governmental entity such as a school board, mayor and council, zoning board, etc., charged with "doing the People's business".

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