Board Member asked to leave the room.

[Guest Jan Cousins]

At todays board meeting the agenda had listed that we were going to do a review of the CEO and make a new

employment contract. The CEO asked myself and another board member to leave the room to have "conversation that involved us". We did leave and when we were allowed back into the room we asked for a summery of what the

discussion was about. We were told by the Chairman that they could not tell us and that they were seeking outside

information about the issuse. Can they do this? I am guessing it is about the review and it is because the only two

board members who reallly know what kind of job the CEO is doing is us two. He would not want us to be part of his review.

Can the board vote to not allow us to be part of the evaluation?

[J. J.]

The next time you are asked to leave decline the request.

[Guest Nancy N.]

There is more to this of course, but JJ has nailed the bottom line. (How does he breathe in that thing?)

2.

[Guest Jan Cousins]

Trust me next time I won't leave. I didn't know I had that option. As a board member can the rest of the board exclude us from the evaluation

of the CEO? He is claiming that I have a conflict of interest as a volunteer manager. I know that he is afraid that I will talk about how he

does his job and recommend changes in his job.

[George Mervosh]

Trust me next time I won't leave. I didn't know I had that option. As a board member can the rest of the board exclude us from the evaluation

of the CEO? He is claiming that I have a conflict of interest as a volunteer manager. I know that he is afraid that I will talk about how he

does his job and recommend changes in his job.

No.

[Chris Harrison]

...And you can point them to RONR p. 644 ll. 22-28 when you decline to leave if they try to order you to do so.

[Guest Jan Cousins]

Thank you for that information, I marked the page for future use. We have a mess as you can guess on our board. The CEO even had a attorney

come in to talk about 501 c 3 compliance and board responsibility, because the CEO thought that the attorney would say three of us board members would have to leave the board for conflict of interest. Instead the attorney said that our CEO should not be voting because of conflict and we should do a performance evaluation. The CEO has a couple of friends on the board so they are scrambling to figure how to work around us. YUCK is all I can say.

[Guest Jan Cousins]

The other question is: Since we did not know that we could stay and left the room, do they have to tell us the topic of conversation

that took place in our absence? Since they are seeking outside information I am wondering if I would have the same right to seek information

if I knew what we were talking about.

[Chris Harrison]

The other question is: Since we did not know that we could stay and left the room, do they have to tell us the topic of conversation

that took place in our absence? Since they are seeking outside information I am wondering if I would have the same right to seek information

if I knew what we were talking about.

RONR doesn't impose a duty on anyone to tell a member who wasn't there what happened (though if you have any allies on the Board they can tell you what happened). However, you as Board members have a right to review the minutes of the Board meeting (after they have been approved) per RONR p. 487 ll. 13-20 although since the minutes need only reflect what was done and not what was said you may not be able to glean much from them.

[Gary Novosielski]

RONR doesn't impose a duty on anyone to tell a member who wasn't there what happened (though if you have any allies on the Board they can tell you what happened). However, you as Board members have a right to review the minutes of the Board meeting (after they have been approved) per RONR p. 487 ll. 13-20 although since the minutes need only reflect what was done and not what was said you may not be able to glean much from them.

Board members would normally also receive a copy of the draft minutes prior to approval (unless you customarily read them aloud each time), so a member ought to be able to find out what was in them before long.

But I'm amazed that the CEO would ask board members to leave the room! Who's working for whom, after all?

Next time someone tries that nonsense, laugh. Maybe point and laugh.

[Sean Hunt]

I'll just chime in that your corporation statutes will likely contain rules about conflicts of interest, and those must be followed. Otherwise, however, you have a right to be present.