Executive Session

[Guest Very Concerned]

A Board member of a private club learns that the Board went into Executive Session at a prior meeting he could not attend. At the following meeting he inquires about the purpose for the Executive Session and realizes it was a secret session to gain Board agreement to conceal previous misrepresentations to Club members. What should and can the sole Board member do about this abuse of authority and trust? Your advice is greatly appreciated.

[jstackpo]

Show up at all future meetings and ride herd on the miscreants.

[David A Foulkes]

Show up at all future meetings and ride herd on the miscreants.

Since the member was not at the meeting, is he bound by the secrecy of Executive Session if he learns of its content outside of another ES? Perhaps the member who divulged it to him could be subject to disciplinary procedures, but is the absent member bound by ES secrecy?

[jstackpo]

Interesting ethical conundrum...

I'd say, that since the (absent) board member is entitled, as a member, to know what happened during the ExecSess portion of the meeting, he is also bound by the secrecy of that meeting.

[David A Foulkes]

Interesting ethical conundrum...

I'd say, that since the (absent) board member is entitled, as a member, to know what happened during the ExecSess portion of the meeting, he is also bound by the secrecy of that meeting.

Perhaps he could simply mention to a general member, without divulging anything, "Hey, at the next membership meeting you might think about asking for the minutes of the last board meeting to be read."

[Guest Very Concerned]

At this point the sole Board member does not know the purpose or subject of the Executive Session. This forum has expressed that he has the right to inquire about only the purpose which would then be subject to secrecy. If the ES purpose turned out to be unethical or an abuse of authority then I find it difficult to believe that RONR would preclude actions to uphold the demcocracy, character and order it is intended to uphold, and subject the sole Board member to disiplanary proceeding for seeking resolution, possible within the Club membership that elected the Board to represent them.

[Gary Novosielski]

If the ES purpose turned out to be unethical or an abuse of authority then I find it difficult to believe that RONR would preclude actions to uphold the demcocracy, character and order it is intended to uphold, and subject the sole Board member to disiplanary proceeding for seeking resolution, possible within the Club membership that elected the Board to represent them.

Nevertheless, if he finds out the content of the meeting, and he thinks it is bad enough to require the board to march downtown and turn itself in to the police, he can introduce a motion to that effect which, if seconded and passed by a majority vote would achieve that goal. He is not empowered to do much more; since he was not present at the meeting, what could he testify to anyway?

If he was present at a meeting which he felt to be improper, under rule or law, he should raise a point of order during the meeting, and see that it is recorded in the minutes, along with the ruling of the chair, just in case it should ever come to legal questions. But if his point is not well taken (and even if it is) he does not have the right to release information from executive session unilaterally.

Well, maybe in response to a subpœna, but IANAL, nor do I play one on TV.

[Josh Martin]

Since the member was not at the meeting, is he bound by the secrecy of Executive Session if he learns of its content outside of another ES?

Yes.

Perhaps the member who divulged it to him could be subject to disciplinary procedures, but is the absent member bound by ES secrecy?

The member who divulged the information did nothing wrong. Members are free to discuss what happened in executive session with absent members.

Perhaps he could simply mention to a general member, without divulging anything, "Hey, at the next membership meeting you might think about asking for the minutes of the last board meeting to be read."

If he's willing to ruffle some feathers on the board, I see no reason he couldn't make such a motion himself, provided he doesn't disclose anything. If I was a member, I'd probably be intrigued when a board member proposed such an action and play along just to see what was up.

This forum has expressed that he has the right to inquire about only the purpose which would then be subject to secrecy.

Since the individual is a board member, he can inquire about whatever he pleases about the meeting, but yes, he is bound by secrecy for whatever he finds out.

If the ES purpose turned out to be unethical or an abuse of authority then I find it difficult to believe that RONR would preclude actions to uphold the demcocracy, character and order it is intended to uphold, and subject the sole Board member to disiplanary proceeding for seeking resolution, possible within the Club membership that elected the Board to represent them.

Well, so far as RONR is concerned, the board member would indeed be violating a rule by violating the secrecy of executive session, and he would be subject to disciplinary action, but under RONR, it is the general membership which determines if and when to apply disciplinary action (and the severity of the disciplinary action), and I can certainly imagine that they might decide that disciplinary action is not warranted in such an instance.

Executive session also has legal significance, however, and I'm not too clear on how the conflicting priorities here would play out in the legal arena. It might be best to consult a lawyer on that point.

Also, are you the board member who is facing this ethical dilemma, or has the board member already violated the secrecy of executive session?

[J. J.]

Perhaps he could simply mention to a general member, without divulging anything, "Hey, at the next membership meeting you might think about asking for the minutes of the last board meeting to be read."

Or make the motion himself.