GOING FROM REGULAR OPEN MEETING TO EXECUTIVE OR CLOSED SESSION

[MOBYZORRO]

Our Board meets regularly and occasionally our President needs to go to an Executive or Closed session before we adjourn in order to discuss certain items. What is the wording and the steps to go from Open Session to Closed Session and then back to Open Session for any final action items and adjournment?

We have one member saying the President just announces 1. "we're at recess for purpose of a closed session" then 2. The closed session is called to order. then 3 somehow closes the closed session and reconvenes the Regular meeting.

Another member says it must all be done by properly worded motions and voting. example I move we recess and go to closed session for purpose of ?????

If the latter is true, (or the former) what is the proper wording and order??

[Rev Ed]

There are two options:

1) The President/Chairman could state: "If no one objects (pauses for any objections), then we chall enter into Executive Session."

2) If someone objects, or if anyone wants to go into Executive Session, someone can offer a motion to into Executive Session (i.e. "I move that we go into Executive Session") or the President/Chairman can ask if there is a motion to enter into Executive Session. If there are generally no more than around 13 members, the group can follow the relaxed rules of RONR in which case the President/Chairman may make a motion to go into Executive Session.

[Bruce Lages]

Actually, neither of your member's scenarios is correct. First, there is no need to recess in order to go into or out of executive seesion. Second, going into executive session is a question of privilege of the assembly - in your case, your board -. (see RONR, 11th ed. p.227), so the president alone does not make the decision. As Rev Ed suggests, you can either have someone move to go into executive session, which requires a majority vote, or, probably preferably, the president can ask for unanimous consent by saying "if there is no objection, we will move into executive session at this time".

[Tim Wynn]

There are two options:

1) The President/Chairman could state: "If no one objects (pauses for any objections), then we chall enter into Executive Session."

Perhaps, the pause should come after the members know to what they would be objecting.

[Rev Ed]

Thank you Tim. The Chairman should state something like this: "Does anyone object to entering into Executive Session? (pause) If not, then we shall enter into Executive Session."

[MOBYZORRO]

Thank you all, your answers have now prompted me to ask three more questions:

1. Can the President use the same procedure to return to regular session after your business is dealt with in closed session?

2. If a meeting is noticed and called strictly for purposes of executive session, is it still neccesary to open in regular session first?

3. If a motion is made and carried in executive session, is a simple recap required in the regular minutes or stictly in the Exec Session minutes?

[David A Foulkes]

Thank you all, your answers have now prompted me to ask three more questions:

1. Can the President use the same procedure to return to regular session after your business is dealt with in closed session?

2. If a meeting is noticed and called strictly for purposes of executive session, is it still neccesary to open in regular session first?

3. If a motion is made and carried in executive session, is a simple recap required in the regular minutes or stictly in the Exec Session minutes?

1. Yes.

2. "A meeting enters into executive session only when required by rule or established custom, or upon the adoption of a motion to do so." (RONR 11 p. 95 ll. 26-28)

3. Minutes are taken in Exec Sessions just as in open sessions, and are afforded the same level of secrecy of the session itself. No recap would be placed in the "regular minutes."

Edited February 24, 2012 at 12:25 PM by David A Foulkes

[Tim Wynn]

Thank you all, your answers have now prompted me to ask three more questions:

1. Can the President use the same procedure to return to regular session after your business is dealt with in closed session?

2. If a meeting is noticed and called strictly for purposes of executive session, is it still neccesary to open in regular session first?

3. If a motion is made and carried in executive session, is a simple recap required in the regular minutes or stictly in the Exec Session minutes?

1. Yes

2. Executive Session means that the proceedings are secret. That is not a valid purpose for a special meeting to be called. It is no different than calling a meeting for the purpose of holding a meeting. At a special meeting, only business mentioned on the call can be transacted. So, such a call would not allow for any business to take place. At any meeting, special or not, the assembly may go into executive session.

3. Minutes of the proceedings in executive session should be kept. They do not have to be separate from minutes of the portion of the meeting that is not held in executive session, but they must be kept secret.

[Guest Diane]

What is the purpose of Executive session? What are it's limitations?

[Tim Wynn]

What is the purpose of Executive session? What are it's limitations?

Executive session is a meeting or portion of a meeting at which the proceedings are secret. Members are subject to disciplinary action for violating the secrecy if executive session.

I don't know what you're asking about limitations.

[Guest Edgar]

I don't know what you're asking about limitations.

Perhaps whether there is some limitation imposed on just what can (or can't) be considered in executive session? If so, the answer is that RONR imposes no such limitation. In fact, some boards hold all their meetings in executive session.

[Guest Diane]

Executive session is a meeting or portion of a meeting at which the proceedings are secret. Members are subject to disciplinary action for violating the secrecy if executive session.

I don't know what you're asking about limitations.

Thank you for responding. We have board members who do not wish to speak openly regarding their opinions of issures pretaining to our community. It is my understanding that only personnel matters & member disiplinary actions are to be in Executive Session. All other matters should be discussed in open Board meetings. Is this true?

Diane

[Tim Wynn]

Thank you for responding. We have board members who do not wish to speak openly regarding their opinions of issures pretaining to our community. It is my understanding that only personnel matters & member disiplinary actions are to be in Executive Session. All other matters should be discussed in open Board meetings. Is this true?

Diane

The assembly (the board members in a board meeting) decides whether or not to go in executive session by a majority vote. There need not be a reason.

[Guest Guest]

Perhaps whether there is some limitation imposed on just what can (or can't) be considered in executive session? If so, the answer is that RONR imposes no such limitation. In fact, some boards hold all their meetings in executive session.

If all meetings are held in secret, how do you know which Board member thinks what? How do you find out the process where by they reached their decision? How do you know who to vote for in next year's election?

[Guest Guest]

The assembly (the board members in a board meeting) decides whether or not to go in executive session by a majority vote. There need not be a reason.

So.... How do the members of the POA/community know what is going on? We have board members who have led us into law suits and police action. I write an Internet News Letter for our community in an attempt to get more members aware of actions taken by our Board, and actually come out to vote for the better candidates.

[Steven Britton]

Thank you for responding. We have board members who do not wish to speak openly regarding their opinions of issures pretaining to our community. It is my understanding that only personnel matters & member disiplinary actions are to be in Executive Session. All other matters should be discussed in open Board meetings. Is this true?

Diane

Diane, Tim's answer is in reference to Robert's viewpoint of an Executive Session, and I believe to be correct. However. if your Board is in the nature of a public governmental entity, they may be effected by a local or state jurisdiction's Sunshine Laws. Generally, these laws may supercede Robert's regarding the nature of business that may be transacted in an Executive Session. If this explaination is applicable in your situation, you should also check with an attorney.

[Steven Britton]

So.... How do the members of the POA/community know what is going on? We have board members who have led us into law suits and police action. I write an Internet News Letter for our community in an attempt to get more members aware of actions taken by our Board, and actually come out to vote for the better candidates.

I'm not sure that Diane and Guest_Guest_ are the same or different persons.

You would go to the membership meeting and move the reading of th Board's Executive Session minutes. If this is done without previous notice, the motion would need to be adopted by a two-thirds vote.

[Guest Guest]

Diane, Tim's answer in reference to Robert's viewpoint of an Executive Session is correct. However. if your Board is in the nature of a public governmental entity, they may be effected by a local or state jurisdiction's Sunshine Laws. Generally, these laws may supercede Robert's regarding the nature of business that may be transacted in an Executive Session. If this explaination is applicable in your situation, you should also check with an attorney.

Thank you, I will check with an attorney. This scares me ... that we may go back to the "Secret Society" that existed before I started my blog 3 years ago. 5 of the 9 members would decide what they wanted to do and disregard any other opinions or ideas. If you have any suggestions, I would really appreciate it!

[Guest Diane]

I'm not sure that Diane and Guest_Guest_ are the same or different persons.

You would go to the membership meeting and move the reading of Minutes of the Executive Sessions. If this done without previous notice, the motion would need to be adopted by a two-thirds vote.

Yes, I did not sign in the second time I entered this forum...sorry about that!

[Tim Wynn]

According to RONR, nonmembers of the board do not have a right to attend a board meeting or access the minutes of a board meeting.

However, the assembly of an organization can make rules regarding these issues as it sees fit.

If your organization is a property owners' association, these types if rules are probably already in place. Check the governing documents, including applicable procedural rules contained in state statutes.

[Guest Diane]

According to RONR, nonmembers of the board do not have a right to attend a board meeting or access the minutes of a board meeting.

However, the assembly of an organization can make rules regarding these issues as it sees fit.

If your organization is a property owners' association, these types if rules are probably already in place. Check the governing documents, including applicable procedural rules contained in state statutes.

Thank you for your time. Our By-Laws state that they will follow Robert's Rules of Order. But, I will check these other places, as well. You are a great group of people! Thank you, Diane

[Guest Guest]

Do the regular meeting minutes need to reflect that the board went into a closed session?

 

[Richard Brown]

3 hours ago, Guest Guest said:

Do the regular meeting minutes need to reflect that the board went into a closed session?

 

Yes, but Guest Guest this thread is nine years old.  In the future, please post new questions by starting a new topic.  That is the preferred custom here, rather than tacking onto an old thread.  You might also take note that a "closed session" is more accurately described as an "executive session".  The  two are not necessarily the same thing.  A meeting can be closed to outsiders, but still not be in executive session. That is an important distinction if secrecy is to be maintained.  If secrecy is desired, it should be referred to as an executive session.