Executive Session

[Guest Jackson]

What is the proper form to request going into executive session?

Also, what additional form, if any, to accomplish going into executive session immediately after approval of the minutes, for the purpose of dealing with a board member (for their removal) prior to any other business being conducted that could be affected by this board member's vote, if not first removed?

(The permanent removal of this member is justified and expected.)

[jstackpo]

"I move that we [name your assembly] go into Executive Session."

No need to offer any purpose or reasons. p. 95, 230

[carlw1@earthlink.net]

Q. Mr. Stackpole - Lets say this is an executive board having an meeting and not the general membership. When the executive board goes into executive session items are moved and adopted, how does one document these actions? My understanding is these sessions are private and should not be disclosed outside the group.

[Sean Hunt]

Q. Mr. Stackpole - Lets say this is an executive board having an meeting and not the general membership. When the executive board goes into executive session items are moved and adopted, how does one document these actions? My understanding is these sessions are private and should not be disclosed outside the group.

They should be documented in the minutes of the executive session, which are kept alongside the mminutes of the open session, but remain confidential. The minutes must be approved in executive session.

[jstackpo]

And, presumably, some of the actions will, of necessity, become "public" when they are carried out.

It is going to be tough to keep it secret when the (former) club headquarters is torn down and a McDonald's is built in its place. (Although it might be a bit more difficult to discover where the Board members went after they had collected all that cash from the sale.)

Also, if "enough" (a 2/3 vote, &c.) of the general members of the association want to hear those minutes at a meeting, p. 487 will do it. So limit the Board minutes to "what was done, not what was said", which you should be doing anyway, secret or not.

[Guest Edgar]

My understanding is these sessions are private and should not be disclosed outside the group.

And the minutes of a board meeting held in executive session are subject to the same rule that allows the general membership to order the minutes of board meetings to be read at a meeting of the general membership.

bMtK7r

[Guest Edgar]

Ooops. I missed where Mr. Stackpole already covered what I added. Sorry about that Mr. S. I think "Sandy-mania" might be getting to me.

[jstackpo]

And... the General Membership might do well to go into Executive Session itself before having those minutes read - no telling what they might contain.

[Guest Jackson]

In moving to go into Executive Session, does this require a second? A vote? Or, is one member's request sufficient?

(I do not yet have the 11th edition; only the 10th. No board member besides myself appears to have ever opened ROR in any edition,)

[Chris Harrison]

In moving to go into Executive Session, does this require a second?

Yes unless you are functioning under Small Board rules (RONR pp. 487-488) which don't require seconds.

A vote?

Yes. Majority rules.

Or, is one member's request sufficient?

Not unless there is an applicable rule in place which mandates an Executive Session upon the demand of a single member (RONR has no such rule).

(I do not yet have the 11th edition; only the 10th. No board member besides myself appears to have ever opened ROR in any edition,)

Time to upgrade.

[Guest Jackson]

Thank you for the reply, Chris H.

Regarding Small Board Rules...here's a curious problem:

We are supposed to be a larger board, but in fact currently fall below that magical number of 12. They have been operating in a very relaxed (and uninformed) manner.

I am trying to borrow/expect/prepare for potential problems in requesting to go into Executive Session at the next meeting. I expect that the board members won't know what to do or how to respond.

As far as I am aware, no member has ever suggested we are to follow small board rules, yet, they effectively do in most respects--well, that's not exactly accurate. They behave as if they were following small board rules, but really they follow very few rules (if any). /sarcasm

I don't prefer to set precedent, by acknowledging small board rules, in that we should be a larger board, and I would prefer we follow rules accordingly.

So, the question regarding small board rules is this: if at this next meeting, the board is small (as I expect) and we follow small board rules (by virtue of me pointing them out and the board agreeing, if need be); at the meetings next year, assuming they are larger (as I expect), is there any problem--or any formality needed--to "return" to regular (non-small board) rules?

[JohnR]

The "small" rules only operate when a small number of members are present in a meeting. They don't depend on the total number of board members.

[Guest Edgar]

We are supposed to be a larger board, but in fact currently fall below that magical number of 12.

There is nothing magical about the number "12". You could continue to operate under the small board rules if 13 or even 14 members were present. And note that RONR refers to the number of members present, not the total number on the board.

[Guest Jackson]

Both very helpful responses. Thank you.

[jstackpo]

(I do not yet have the 11th edition; only the 10th. No board member besides myself appears to have ever opened ROR in any edition,)

In addition to upgrading yourself to RONR/11 get RONRIB for all your board members:

RONRIB:

"Roberts Rules of Order Newly Revised In Brief", Updated Second Edition (Da Capo Press, Perseus Books Group, 2011). It is a splendid summary of all the rules you will really need in all but the most exceptional situations. And only $7.50! You can read it in an evening. Get it at this link.

[carlw1@earthlink.net]

Would be nice if we could get it on an iPad too.

[jstackpo]

Tell the publisher!

[Guest Jackson]

Yes, I actually have plans to purchase a copy of RONRIB for each board member. Barnes and Noble did NOT have it available yet, btw.

I would also much prefer to have it available on-line or as an ebook. We have a member on one board with a disability, that is made easier by electronic reading materials versus paper.

_____

Borrowing trouble...

Given that the purpose of going into Executive Session is to remove a board member (and I have not discussed this issue with any other board member) I am anticipating surprise at the request, and possible reluctancy. I understand I am not required to explain the reason, however, I imagine some knowledgeable person on this site has a suggestion on how I can handle/answer without giving a reason why they should go into Executive Session.

If anyone has any further suggestions or remarks, I'd be grateful to read and consider them.

Thank you.

[Chris Harrison]

Seems like you have 3 choices:

1) Explain the situation to everyone beforehand so you don't have to give any rationale when making the motion to go into Executive Session.

2) Be forthcoming when making the motion (there is a problem with one of the Board members and you want to go into Executive Session to handle it confidentially).

3) Come up with some vague reason for going into Executive Session that people will accept (membership issues, personnel issues, for the good of the organization,etc)

I personally would choose 1 or 2 because there are ways to tell folks what is going on without naming names or giving the gory details outside of Executive Session and you might run into trouble with people not agreeing to go into ES or asking a lot of questions if they think you are being vague, mysterious, or evasive in your reasons.

[Trina]

Yes, I actually have plans to purchase a copy of RONRIB for each board member. Barnes and Noble did NOT have it available yet, btw.

Must be a temporary shortage... The new edition of RONRIB has been out for over a year (IIRC), and I got my copy from B&N.

Given that the purpose of going into Executive Session is to remove a board member (and I have not discussed this issue with any other board member) I am anticipating surprise at the request, and possible reluctancy. I understand I am not required to explain the reason, however, I imagine some knowledgeable person on this site has a suggestion on how I can handle/answer without giving a reason why they should go into Executive Session.

If anyone has any further suggestions or remarks, I'd be grateful to read and consider them.

Thank you.

Are you confident that the board has authority to remove one of its own members?

[Guest Jackson]

What would cause my confidence to waiver?

The board member in question was never qualified. From previous questions and answers on this forum, my understanding is his appointment is thus null and void, therefore he doesn't need to be removed per se, but rather informed by the board that his is not a legitimate member.

This is dicey because he is Vice Pres, and I don't expect the Pres will go along with this, but he is most likely out numbered (out voted). The Pres is in jeopardy of being censured by another member; I would not be at all surprised if this happened in ES. If that does happen, I could see one possibility of ES ending without a Pres or VP.

Annual elections are in December though...

[Trina]

What would cause my confidence to waiver?

The board member in question was never qualified. From previous questions and answers on this forum, my understanding is his appointment is thus null and void, therefore he doesn't need to be removed per se, but rather informed by the board that his is not a legitimate member.

No information presented in the current thread gives reason to believe that the board can remove one of its own members. That's why I asked if you're confident (based on some as yet unstated information) that the board has this authority.

If the person wasn't qualified, that still wouldn't give the board authority to make the finding. The body that elected/appointed the ineligible (?) board member is the body that could make the determination. In most of the organizations we encounter here, that body would be general membership, not the board.

This is dicey because he is Vice Pres, and I don't expect the Pres will go along with this, but he is most likely out numbered (out voted). The Pres is in jeopardy of being censured by another member;

Under the rules in RONR, no individual member can censure another.

[Guest Jackson]

So, there is no "general membership".

We are an autonomous board.

To become a member of this board, one must apply, go through committee, who recommends this board approve the member, then this board refers the member/application to another (autonomous) board, who sends the member/application to another final board where the stamp of official approval is given.

We are the first step, (plus our committee).

This member failed to disclose that they were not eligible to serve and in fact have a major conflict of interest which is addressed in the bylaws by prohibiting one with such a conflict from being eligible.

I understand, from this forum, that if the member was never eligible to serve, his appointment was never valid--is this correct as far as you know? Based on this, my understanding is the member does not need to be "removed" because they were never a valid member. If this is not an accurate understanding, on my part, of how to best proceed, then it would seem the "final board" may want to "remove" the member.

Given that the member does not need to be "removed" because they are not a valid/legitimate member, it seems best to address this "member" in Executive Session. Do you have better recommendations?

Regarding the censure: I expect one member may move to censure the Chair, and if so, I expect the board (save the VP) will unanimously agree to censure the Chair.

[Bruce Lages]

Your board may be autonomous with respect to whatever the mission is that it was created for, but this latest information about the involvement of one (and maybe two) other autonomous boards in selecting members for your board makes me wonder if you really do have sole authority for deciding who is and who is not a member of your particular board. It sounds to me like you really need to examine very closely the bylaws and whatever other documents might govern your actions to see if they provide for any procedures to deal with this issue.

[Guest Edgar]

This member failed to disclose that they were not eligible to serve and in fact have a major conflict of interest which is addressed in the bylaws by prohibiting one with such a conflict from being eligible.

If this perceived "conflict of interest" is the sole basis for thinking this person's not eligible to serve I hope your bylaws clearly defines what constitutes a conflict of interest and that this person's conflict of interest clearly qualifies. We get frequent questions here asking whether having both a husband and wife serving on the same board constitutes a "conflict of interest" and our stock answer is that RONR doesn't care if it does or not (though I think one should resist the assumption that it does).

In other words, a conflict of interest is often in the eye of the beholder.