BOD considered personnel of the association?

[Guest Guest Name]

Recently, two BOD resigned over controversy within BOD (President, Secretary). New President says discussion with the whole BOD about replacements, etc. is confidential because it comes under the Standing Committee prerogative of "Personnel Committee" - one of two standing committees in the Association per the Bylaws. Is this true? Are BOD considered Personnel of the Association? Where might I locate the rules about this situation (just bought RONR). Thanks for any and all help!

[Chris Harrison]

That is for you all to decide and just because the President says the Board is considered personnel doesn't make it so.

[Guest Edgar]

Is this true? Are BOD considered Personnel of the Association?

RONR doesn't deal with this but I would think "personnel" would be synonymous with "employees" and I would think that your officers do not fall into this category.

But what do your bylaws say about your Personnel Committee"? And how do your bylaws define "personnel"? Does your organization have any employees?

As for being "confidential", all you board has to do is meet in executive session and then everything discussed will be confidential.

[jstackpo]

As for being "confidential", all you board has to do is meet in executive session and then everything discussed will be confidential.

But, of course, the results of the board meeting, i.e., who is selected for the vacancies, will perforce be or become public knowledge.

[Guest Guest]

The only thing in the Bylaws is: "The Personnel Committee shall consist of the President, President-Elect, Treasurer and one (1) Member-at-large selected from the Board. The President shall chair the Personnel Committee, which shall apprise, monitor, and report to the Board on the personnel issues of the Association."

We did have employees but because of financial problems, have moved to an association management company (who represent multiple associations), who I would assume are considered Personnel, since our Association pays for their services.

I was told in a call with the BOD last night (I am not one of the people who resigned), that the BOD considered this a personnel issue, so whatever they discussed is confidential. They discussed it as a committee-of-the-whole.

Our larger problem with the BOD is 'confidentiality' is invoked nearly all the time. It might be a small point, but I'd like to be able to point out they were not under the auspices of the Personnel Committee, when they invoked the confidentiality rule.

[Chris Harrison]

The Membership can order the Board minutes read which would require a majority vote if previous notice was given, a 2/3 vote if notice was not given, or a majority of the entire membership will also suffice (RONR p. 487 ll. 13-20). Unless the Board can come up with some proof to the Membership's satisfaction that they aren't required per the bylaws or other applicable rules to divulge confidential information to the Membership the minutes must be read. If the Secretary and/or Board then attempt to thwart the will of the Membership they could be subject to disciplinary action ranging from censure to removal from office to expulsion from membership in the organization. See FAQ #20 for details.

[Guest Guest]

Thanks so much for this information. It is really helpful. It clearly points to the need for really well-written and explicit bylaws!