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Executive Session


Guest Harry Chapman

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Can executive session be entered into by a consensus (voice vote) or must it be a motion/second with actual vote taken and recorded?

Executive session is entered into when required by rule or custom, or upon the adoption of a motion to do so. The formality of a motion (any motion) can be dispensed with, however, by the procedure of unanimous consent (not "consensus", which is not defined in RONR and is certainly not defined as a "voice vote"), as described on pages 54-56 of RONR, 11th ed. But even when a motion is made, seconded, and put to a vote, the vote does not get recorded unless it is by roll call,* and even the number of members voting on each side is recorded only when the vote is counted.

*or signed ballot

(Edited to add pedantic footnote.)

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Can a vote be taken in executive session and minutes recorded? is this typical? Also, if we are in executive session and a CEO remains in the room on the topic of compensation for his son, is this a conflict of interest? Should he be removed?

The assembly can do exactly the same things in executive session as in 'normal' session -- so, yes, motions can be made, votes can be taken, and minutes must be kept. The only difference is that the attendees have an obligation to maintain confidentiality about what happened during that portion of the meeting.

If the CEO is a member of the body that is meeting, he has a right to be there (whether or not the meeting is conducted in executive session). You couldn't properly remove him even if you wanted to. If he isn't a member of the body, he has no right (under RONR) to attend (whether or not the meeting is conducted in executive session) -- he can be asked to leave at any time.

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Can a vote be taken in executive session and minutes recorded? is this typical? Also, if we are in executive session and a CEO remains in the room on the topic of compensation for his son, is this a conflict of interest? Should he be removed?

First, see FAQ #17 and the pages in RONR 11th as referenced. If the CEO is not a member of the body that is meeting in executive session, he could/should have been asked to leave the meeting room, although he could have also been allowed to stay. That would be up to the body that is meeting to decide.

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