Executive session attendees and minutes

[Guest CorporateSec]

I have a two part question:

 

If the Board decides that they would like to have an executive or "in camera" session does this automatically exclude anyone but Board members from attending i.e. staff or Corporate Secretary?

 

Also, the minutes of the meeting, if they are recorded by a person that is not the official Corporate Secretary, are they still to be kept by the to the official CS?

 

There seems to be some confusion as to what an executive session is and how it should be handled when the secretary is a staff member but also the CS. 

 

It is my understanding that the CS records and keeps all minutes of the Board, whether in camera or not, unless of course the content of the meeting would be in relation to him/her directly i.e. disciplinary action.

 

Thank you for your replies!

 

[Josh Martin]

If the Board decides that they would like to have an executive or "in camera" session does this automatically exclude anyone but Board members from attending i.e. staff or Corporate Secretary?

 

Not exactly. "Whenever a meeting is held in executive session, only members of the body that is meeting, special invitees, and such employees or staff members as the body or its rules may determine to be necessary are allowed to remain in the hall" (RONR, 11th ed., pg. 95, lines 31-34). If the board customarily has the Corporate Secretary attend executive sessions (provided that the purpose of the executive session is not related to the Corporate Secretary), I would say that custom should be followed unless the board orders otherwise in a particular case (RONR, 11th ed., pg. 6, lines 6-9).

 

Also, the minutes of the meeting, if they are recorded by a person that is not the official Corporate Secretary, are they still to be kept by the to the official CS?

 

That's at the board's discretion. Personally, I see no reason not to have the Secretary maintain all the minutes unless the board has a compelling reason to do otherwise. Since the Secretary is not a member of the board, however, the board could charge someone else with keeping minutes of meetings held in executive session if it wished to do so.