Right of director to request in-camera vote

[Guest Joel Attis]

Upon management presenting their recommendations to the duly constituted Board (no issue), and upon open discussion and debate with management present to answer questions (no issue), and upon the question being called (no issue) and debate at an end (no issue), does a Director have the right to request that the Board go in-camera to permit further discussion as to the objectivity or qualifications (or any other matter) of management? Secondly, and separately, does a Director in these circumstances have the right to request that the vote take place in-camera, regtardless of whether there is a need or a right for discussion on management?

[Guest Edgar]

. . . does a Director have the right to request that the Board go in-camera to permit further discussion as to the objectivity or qualifications (or any other matter) of management? Secondly, and separately, does a Director in these circumstances have the right to request that the vote take place in-camera, regtardless of whether there is a need or a right for discussion on management?

The decision to meet "in executive session" (which may be the RONR equivalent of "in camera") is up to the assembly, not any one member. Not even the Director.

But, yes, the Director can request whatever he wants.

[Tim Wynn]

Upon management presenting their recommendations to the duly constituted Board (no issue), and upon open discussion and debate with management present to answer questions (no issue), and upon the question being called (no issue) and debate at an end (no issue), does a Director have the right to request that the Board go in-camera to permit further discussion as to the objectivity or qualifications (or any other matter) of management? Secondly, and separately, does a Director in these circumstances have the right to request that the vote take place in-camera, regtardless of whether there is a need or a right for discussion on management?

A motion to go into executive session is a question of privilege and would be in order and can be made by any member, requiring a majority vote to adopt.

[Guest Joel Attis]

Perhaps I should rephrase my query. In the case where a vote is about to be held, with non-voting members of management in attendance, is the Chair under any duty to ask those non-voting members of management to leave the room before the vote upon the request of a voting Director? Or is this entirely at the Chair's discretion?

[Chris Harrison]

Members have rights. Nonmembers have no rights. A "non-voting member" is a hybrid member where it would be up to you all to figure out what rights he or she have and which they don't (though it is unclear if these "non-voting members of management" are actually any type of member of the organization under the bylaws). That being said, unless the bylaws say otherwise the Chair only has the authority to remove nonmembers unilaterally in the case of them being disorderly.

[Trina]

Perhaps I should rephrase my query. In the case where a vote is about to be held, with non-voting members of management in attendance, is the Chair under any duty to ask those non-voting members of management to leave the room before the vote upon the request of a voting Director? Or is this entirely at the Chair's discretion?

If the management people are not really members of the Board (and it isn't quite clear from your posts whether they are or not, but the original post does suggest that they are guests who are at the Board meeting 'to answer questions'), then they can be asked to leave. If a member (Director) makes such a request (motion), the assembly decides. As Chris H. mentions, the chair may act unilaterally to remove disorderly nonmembers. However, that doesn't mean that the chair has discretion the other way (i.e. ignoring a member's request/motion that nonmembers, orderly or not, be asked to leave).

If the management people really are members of the Board, then you have a different situation.

So, what happened in the real-life meeting which (presumably) lurks behind your question?

edited to add:

Looking more closely at your first post:

"upon the question being called (no issue) and debate at an end (no issue), does a Director have the right to request that the Board go in-camera to permit further discussion as to the objectivity or qualifications (or any other matter) of management?"

There is also a question here about re-opening debate, after the assembly had (presumably) voted to end debate. At least that's what I assume you mean by the reference to the question being called. In order to resume debate, and assuming that no member had actually voted yet, the proper step would be for someone (someone who had previously voted in favor of the motion for the previous question) to move to reconsider the vote that ordered the previous question (see RONR 11th ed. pp. 205-206 for details). Like the other possible motions raised by your scenario (a motion to go into executive session, and a motion to ask nonmembers to leave), a motion to reconsider is a question before the assembly; it is not a question that the chair answers by himself.

[Guest Joel Attis]

First some clarification in response to queries raised in various posts. This matter is in reference to a Crown Corporation. The Board, including the Chair, comprises appointees of the government. Following the call for the Question, but before the voting commenced, the Chair refused a Director's request to hold the vote in-camera, so as not to reveal that particular Director's position to the management team that recommended the action/proposal. I have been asked to source the rule on this matter. "Management" refers to employees of the organization. These employees hold senior positions in the organization, however their attendance at Board meetings is strictly by invitation of the Board or the Chair. I guess the thought is that any Director should have the right to make such a request. We cannot fathom why parties whom are present solely at the invitation of the Board (or the Chair) should necessarily be present to witness the actual vote. Once discussion and debatre are concluded andf the Question is called, what purpose is there in insisting that they stay for the acyual vote, when it makes a voting Director uncomfortable. Something appears to be amiss here...

Two further points: Firstly, I agree that insofar as reopneing the debate goes, it would not seem to be appropriate after the Question was called - at least not without an appropriate motion to do such and a majority vote in favor. Second, I believe that any voting member should be able to request that the Chair ask non-voting, non-Directors to leave the room prior to the actual vote. I do not believe this is a matter that requires a ormal motion and a vote.

[Guest Edgar]

Second, I believe that any voting member should be able to request that the Chair ask non-voting, non-Directors to leave the room prior to the actual vote. I do not believe this is a matter that requires a normal motion and a vote.

Every decision by a body consisting of more than one member, and where there's some disagreement as to what to do, requires a motion and a vote. A member making a request is, essentially, a member making a motion.

RPHabd

[Trina]

First some clarification in response to queries raised in various posts. This matter is in reference to a Crown Corporation. The Board, including the Chair, comprises appointees of the government. Following the call for the Question, but before the voting commenced, the Chair refused a Director's request to hold the vote in-camera, so as not to reveal that particular Director's position to the management team that recommended the action/proposal.

This request was essentially a motion; the chair did not have unilateral authority to 'refuse' it.

I have been asked to source the rule on this matter. "Management" refers to employees of the organization. These employees hold senior positions in the organization, however their attendance at Board meetings is strictly by invitation of the Board or the Chair. I guess the thought is that any Director should have the right to make such a request. We cannot fathom why parties whom are present solely at the invitation of the Board (or the Chair) should necessarily be present to witness the actual vote. Once discussion and debatre are concluded andf the Question is called, what purpose is there in insisting that they stay for the acyual vote, when it makes a voting Director uncomfortable. Something appears to be amiss here...

As stated earlier in this thread, the assembly is entirely within its rights to ask nonmembers to leave at any time (the assembly does not have to go into executive session to do this, by the way). Another way to address the privacy issue would have been a motion to take the vote by secret ballot. Had such a motion been made, that again would have been a decision for the assembly (not the chair) to make.

Two further points: Firstly, I agree that insofar as reopneing the debate goes, it would not seem to be appropriate after the Question was called - at least not without an appropriate motion to do such and a majority vote in favor. Second, I believe that any voting member should be able to request that the Chair ask non-voting, non-Directors to leave the room prior to the actual vote. I do not believe this is a matter that requires a ormal motion and a vote.

Regarding calling the question, you may want to read FAQ #11 to see if that process is being handled correctly in this assembly.

When you say that asking nonmembers to leave the room should not 'require a normal motion and vote', that may be because such a request is often handled in an informal looking way, without a vote being taken. If, for example, the chair had responded to the request by looking around, asking whether there was any objection, and, not hearing any, then politely thanking the management people for their time and excusing them, that would have been in order. Simply refusing the request (i.e. motion), however, is not something the chair is authorized to do. The member should have restated his 'request' as a motion -- to clue in the other members that they (not the chair) had a decision to make.

edited to add:

Or a member should have appealed from the ruling of the chair (which would have put the decision in the hands of the assembly).

The chair erred in his handling of the situation. The members erred in letting the chair get away with it.