Motion For Executive Session

[Guest Gary]

RRON Chapter IV Section 9 Line 25-30 states that a motion and majority vote is required to enter Executive Session, which must be in the assemblies meeting minutes. How could there be a second for that motion, discussion on the motion and vote for or against it if the subject for Executive Session was not defined in the motion? Thank you.

[Chris Harrison]

How could there be a second for that motion, discussion on the motion and vote for or against it if the subject for Executive Session was not defined in the motion?

There is no requirement under RONR for the motion to go into Executive Session to include a reason to do so.

[Guest Gary]

I respectfully suggest that this should be reconsidered for the next RRON edition. How can members of a Board in a meeting of only Board members vote for or against a motion for a secret meeting without evaluating the subject or purpose? Without a recorded subject Board members can abuse the privilege of executive session for purposes that that may not be in the Society or its member’s best interest, yet even if Board members voted against the motion for executive session they are sworn to secrecy therefore cannot address the problem or Board misconduct with the members of the society they represent, which also conflicts with Board members legal responsibilities defined by many States Corporation laws. RRON Chapter XV Section 47 lines 10-15 states “ Any member has the right to examine these reports and the record book(s) referred to on page 459, lines 13-16, including the minutes of an executive session” _ _ _ If the executive session subject (and actions taken) must be recorded in the executive session minutes and are available to members of the society then there is no value in Board members voting for or against an executive session motion that has no stated subject or purpose. Its is reasonable to believe that if the original motion did not include the subject of the executive session then the minutes of that executive session may be vague or withheld.

[Rev Ed]

Government laws supercede (i.e. are superior to) the organization's own rules and RONR.

However, Boards normally meet in Executive Session - and even if they do, unless there is a rule of the organization (or applicable statute requires it), the Board does not have to inform general members of their meetings or even welcome them to the meetings. Non-members of any group have zero rights at a meeting of that group according RONR. That means anyone who is not a member of the Board has zero rights at a Board meeting, including the right to attend a meeting.

The motion to go into Executive Session would be worded as such, so I don't understand why you said it would not. However, the Board will likely have the right to enter into Executive Session for any reason, but especially for sensitive issues - such as a potential or actual lawsuit, disciplining an employee or member, etc. You would not want your dirty laundry aired in public, and the same goes for every member of the organization.

If you believe that the Board is improperly going into Executive Session at times, you and the other general members could order that Board meeting minutes be read, you could elect new Board members who are more willing not to go into Executive Session unless required, and/or create a By-law (or amend one) that provides limits on the Board's right to enter into Executive Session and/or when it can be used by the Board. But just remember that there are times when Executive Session is vital.

[Guest Gary]

Thanks for your response. I agree that executive session is a necessary and usefull priveladge for matters like disiplin, ongoing legal issues, members personal issues or other sensitive matters. But the abuseof authority in secret meetings could be limited by defining the subject within the motion for executive session like "member John Doe complaint or "The Club vs Smith legal matter". This provides all Board members information needed to vote in favor of executive sessionalong with the inherent obligations and puts on record that the issue exists and is being addressed by the Board. I cannot think of a down side to RRON requiring this while there are important Society benefits from it.

[David A Foulkes]

But the abuseof authority in secret meetings could be limited by defining the subject within the motion for executive session like "member John Doe complaint or "The Club vs Smith legal matter".

However, once in Executive Session, anything can happen, abusive or not. Unlike a Special Meeting, wherein only the matters included in the call of the meeting may be addressed, once in ES anything goes. So, that really is no measure of prevention at all.

[George Mervosh]

If you're going to view executive session as something nefarious by it's very nature, no answer will satisfy you.

[Guest Gary]

Your point is understood.But if there is a majority vote in favor of an ES based on a defined subject then Boadmembers would be honor bound to confine the discussion to that subject, and speak against any Board members that stray to another unrelated subject. This actually supports defining the subject for ES so Board members can vote for or against based on the the need for ES, and have documented justification to protest any abuse of authority during that ES.

[Dan Honemann]

Thanks for your response. I agree that executive session is a necessary and usefull priveladge for matters like disiplin, ongoing legal issues, members personal issues or other sensitive matters. But the abuseof authority in secret meetings could be limited by defining the subject within the motion for executive session like "member John Doe complaint or "The Club vs Smith legal matter". This provides all Board members information needed to vote in favor of executive sessionalong with the inherent obligations and puts on record that the issue exists and is being addressed by the Board. I cannot think of a down side to RRON requiring this while there are important Society benefits from it.

Well, let's put it this way. There is no chance at all that there will be any change made to the rules in RONR in this connection, nor should there be. As a consequence, if you feel that your organization's board should be prevented from taking any actions in executive session except for those which you regard as appropriate, you will need to draft a rule which effectively imposes such a restriction, and then convince the members of your organization to adopt it.

[Guest Edgar]

But if there is a majority vote in favor of an ES based on a defined subject then Boadmembers would be honor bound to confine the discussion to that subject, and speak against any Board members that stray to another unrelated subject.

Unfortunately, that reflects a misunderstanding of the nature of executive sessions. As Mr. Foulkes has suggested, you might want to consider calling a special meeting instead.

[Guest Gary]

Thanks for your responses and suggestions

[Rev Ed]

Thanks for your response. I agree that executive session is a necessary and usefull priveladge for matters like disiplin, ongoing legal issues, members personal issues or other sensitive matters. But the abuseof authority in secret meetings could be limited by defining the subject within the motion for executive session like "member John Doe complaint or "The Club vs Smith legal matter". This provides all Board members information needed to vote in favor of executive sessionalong with the inherent obligations and puts on record that the issue exists and is being addressed by the Board. I cannot think of a down side to RRON requiring this while there are important Society benefits from it.

To mention the issue for Executive Session in the motion to go into Executive Session also limits the usefulness of Executive Session - remember while the Minutes normally only state what was done and not what was said, by using a motion like the two you used above means that if general members demand that the Minutes be read at a general membership meeting, every member will know why the Board went into Exeuctive Session.

Also, the mover can briefly state why he/she wishes to make the motion prior to making it. Or define how Executive Session is allowed in the By-laws - although remember Executive Session does not mean that the Board is trying to hide anything. Members have a right to meet in private if they choose. Sometimes Board members feel more free to make unpopular, yet important, decisions without their electors literally staring over their shoulders.

[Gary Novosielski]

Thanks for your response. I agree that executive session is a necessary and usefull priveladge for matters like disiplin, ongoing legal issues, members personal issues or other sensitive matters. But the abuseof authority in secret meetings could be limited by defining the subject within the motion for executive session like "member John Doe complaint or "The Club vs Smith legal matter". This provides all Board members information needed to vote in favor of executive sessionalong with the inherent obligations and puts on record that the issue exists and is being addressed by the Board. I cannot think of a down side to RRON requiring this while there are important Society benefits from it.

If you are not a public body (and therefore not subject to your state's Sunshine Laws) but you desire the same sort of protections, then you can move to amend the bylaws to include language that affords that sort of protection (following your bylaws rules for their own amendment.).

I belong to one organization that does just that. It provides: that the motion to go into Executive Session must describe as fully as is reasonable the matters proposed to be discussed in secret; that no matters other than those so described may be considered; and that this rule may not be suspended.

But don't hold your breath waiting for RONR to require such a rule. This is the sort of rule that is not right for all organizations but might be right for some. That's exactly the sort of rule that may (or may not) belong in your bylaws, but not others'.

[Gary c Tesser]

To mention the issue for Executive Session in the motion to go into Executive Session also limits the usefulness of Executive Session - remember while the Minutes normally only state what was done and not what was said, by using a motion like the two you used above means that if general members demand that the Minutes be read at a general membership meeting, every member will know why the Board went into Executive Session.

Hey! Not bad!

Also, the mover can briefly state why he/she wishes to make the motion prior to making it. Or define how Executive Session is allowed in the By-laws - although remember Executive Session does not mean that the Board is trying to hide anything. Members have a right to meet in private if they choose.

Hey, not bad!

... their electors literally staring over their shoulders.

Edness, are you proposing that someone who wasn't there was able to literally stare over their shoulders?