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Confidentially of Board Meetings


Guest M. Farley

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We have an executive board that consists of the President, 1st VP, 2nd VP, 3rd VP, 4th VP, Membership Chair and Secretary. I understand that when they meet that the discussion is confidential. What about at a Board meeting that also includes the PR Chair, the Publications Chair, the Music Program Chair, etc. Are those discussions confidential?

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What about at a Board meeting that also includes the PR Chair, the Publications Chair, the Music Program Chair, etc. Are those discussions confidential?

If the meeting (or any part thereof) is held in executive session the business conducted therein is confidential, regardless of who is present.

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I am a elected board member of a 501©3 corporation. There are 13 elected members on our board. Our board meeting are not conducted in executive session.

There have been times when our executive board has met to discuss legal issues. The results of the executive session have only been reported to Board of Directors. I understand that the discussions in those instances should be confidential.

My question is "as a Board Member attending a regular meeting of the Board of Directors (not an Executive Board Meeting), is there anything in RROO that states that the business of the Board of Directors is confidential? Our bylaws are silent on this point.

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Do you mean: is a board member free to chat with a non-board-member about what happened at last week's board meeting, so long as that board meeting was not held in executive session? There's no rule in RONR against that sort of communication.

And the Board vs. Executive Board distinction you're making has nothing to do with it. Any assembly, even the general membership, can choose to meet in executive session. If the body meets in executive session, then there is an obligation to maintain confidentiality. Otherwise there isn't such an obligation (under the rules in RONR).

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. . . a regular meeting of the Board of Directors (not an Executive Board Meeting) . . .

Don't confuse a meeting of the Executive Board with a meeting held in executive session. Any assembly (i.e. even the general membership) can meet in executive session. It simply means that the meeting is confidential. It doesn't describe which body is meeting. (And, conversely, the Executive Board can hold a meeting that is not held in executive session.)

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Any assembly, even the general membership, can choose to meet in executive session.

Any assembly (i.e. even the general membership) can meet in executive session.

Hmm, I seem to have failed to notice that part of Trina's reply when I posted mine. Sorry about the duplication.

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Who determines if a meeting is held in executive session?

"A meeting enters into executive session only when required by rule or established custom, or upon the adoption of a motion to do so. A motion to go into executive session is a question of privilege (19), and therefore is adopted by a majority vote." (RONR 11th Ed., p. 95 ll. 26-30)

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