Minutes of executive session RE confidentiality agreement and general membership

[Guest Guest]

Hello all. I recently took over as secretary of the board of our organization, which uses RONR. I bought RONR in brief, which was helpful, but I almost immediatley found a need for the full text, which I've ordered. I still need help.

The board moved into executive session to discuss termination of an employee of the organization who's been acting inappropriately. This was all discussed, voted on, etc in executive session. The decision was made to offer this individual the opportunity to resign in advance of termination, and make the whole thing subject to a mutual confidentiality agreement. Also, as part of this discussion, there were paper handouts distributed explaining some of this employees transgressions. When the matter was closed, the board returned to normal session. Someone apparently violated the confidentiality agreement and blabbed their mouth, and I'm now getting requests from other members of the organization to know what's going on.

Our bylaws address records as follows:

"Every member shall have the right to examine, for any reasonable purpose, the books, records, roster of membership and other appropriate records of the Association. They may be examined by appointment only with the appropriate officer. Requests to examine records must be made in writing to the appropriate officer, who shall have 15 days to respond to the request and set a date for the examination. "

Questions, from easiest to hardest:

1. My current minutes of the board meeting only reference a carried motion to move to executive session to discuss personnel issues, and the time that the board returned from executive session. Is it correct to make no mention of the motions passed in executive session?

2. My minutes are usually sparse, per RONR. The handouts distributed in the executive session are germane to those issues; should I be keeping them as an attachment to the executive session minutes, as a separate item altogether, or is it outside the bounds of my role as secretary to maintain copies of handouts at meetings beyond minutes? (a copy of our bylaws describing my role is at the bottom of this post)

3. It is unclear to me what, if any, process is available to members to gain access to the minutes of the executive session, and unclear how the bylaws allowing "every member... the right to examine... the records... of the association" affect that. The confidentiaility agreement was signed between the president, acting on behalf of the association, and the employee.

Since the cat is out of the bag, I'm getting inquiries from members wanting to know what the hell happened, if and why this individual was fired, etc. I need to know what the rules are so I don't violate the appropriate confidentiality of the board and also don't violate the right of the membership to know what's going on. If possible, I'd love actual references to RONR11, as I'm going to be in a tight spot defending myself and would like something more substantial than, "I read it on the internet."

Thanks.

Anonymous

Text of my role as secretary:

The SECRETARY shall keep a record of the proceedings of all meetings, a record of attendance at all meetings, send a written notice to all the members at least two weeks prior to each membership meeting unless published in the Newsletter, attend to all correspondence of the Association, and perform any duties for the Association assigned by the Board of Directors.

All ratified amendments to the Association’s governing documents must be recorded by the Secretary and incorporated into both the minutes and the governing documents. The date of the revision should be stated in both documents.

The Secretary shall be the custodian of all records for the Market, including attendance records for each Market, except for financial records.

[Guest Goopher]

1. My current minutes of the board meeting only reference a carried motion to move to executive session to discuss personnel issues, and the time that the board returned from executive session. Is it correct to make no mention of the motions passed in executive session?

from page 96: "The minutes ... of an executive session must be read and acted upon only in executive session, unless that which would be reported in the minutes--that is, the action taken, as distinct from that which was said in debate--was not secret, or secrecy has been lifted by the assembly."

[Josh Martin]

1. My current minutes of the board meeting only reference a carried motion to move to executive session to discuss personnel issues, and the time that the board returned from executive session. Is it correct to make no mention of the motions passed in executive session?

No, it is not correct. Minutes must be taken of meetings in executive session, but they should not be disclosed to anyone outside the board. Since your rules require that normal records be disclosed to the membership, the minutes of the executive session should be kept separately... assuming, of course, that the rule in question does not apply to minutes of meetings held in executive session. See RONR, 11th ed., pgs. 588-591 for some Principles of Interpretation.

If you're suggesting that the board does have separate minutes for executive session and the "regular" minutes only note that the board entered executive session, yes, I think this is correct.

2. My minutes are usually sparse, per RONR. The handouts distributed in the executive session are germane to those issues; should I be keeping them as an attachment to the executive session minutes, as a separate item altogether, or is it outside the bounds of my role as secretary to maintain copies of handouts at meetings beyond minutes? (a copy of our bylaws describing my role is at the bottom of this post)

Interpreting the Secretary's duties under your organization's Bylaws is beyond the scope of RONR and this forum. See RONR, 11th ed., pgs. 588-591 for some Principles of Interpretation. As a general rule, however, if a document is essential for the minutes to be a complete record the document should be kept with the minutes.

3. It is unclear to me what, if any, process is available to members to gain access to the minutes of the executive session, and unclear how the bylaws allowing "every member... the right to examine... the records... of the association" affect that. The confidentiaility agreement was signed between the president, acting on behalf of the association, and the employee.

It's not clear to me either, and interpreting the society's Bylaws is beyond the scope of this forum. See RONR, 11th ed., pgs. 588-591 for some Principles of Interpretation.

The confidentiality agreement (and any applicable laws regarding this subject) may complicate matters further, but such questions are also beyond the scope of this forum.

Since the cat is out of the bag, I'm getting inquiries from members wanting to know what the hell happened, if and why this individual was fired, etc. I need to know what the rules are so I don't violate the appropriate confidentiality of the board and also don't violate the right of the membership to know what's going on. If possible, I'd love actual references to RONR11, as I'm going to be in a tight spot defending myself and would like something more substantial than, "I read it on the internet."

So far as RONR is concerned, you shouldn't tell the members anything about the executive session except what the board agrees to disclose. See RONR, 11th ed., pg. 96, lines 6-14. Given the circumstances, it would seem prudent for the board to meet soon to address this issue. As you note, there is also the complication of the rule in the Bylaws, and I would leave it to the board (and ultimately the membership) to interpret how the Bylaws apply to this situation.

The situation is complicated further by the confidentiality agreement, and since this involves firing an employee, it's quite possible there are also applicable laws on the subject. Thus, there may also be limitations on what the board may disclose. It seems likely that the board will need to consult an attorney regarding these matters.

[Guest Guest]

Josh,

Thanks for all the input. There are minutes from the executive session which document motions passed in that session. I have those separate from the regular minutes.

I'll look up the interpretations part in RONR... I think the organization finds itself in a tricky spot to not have addressed the potential conflict between the bylaw and the whole concept of the executive session... for the time being, I think ultimately the legal implications of the confidentiality agreement will trump RONR or our own bylaws here. We have a board meeting later this week for other topics, and I'm sure this will be on the agenda.