Closed Board Meetings?

[Guest Frank S.]

Hello , Other than having Executive Sessions where no members are allowed.  Can All of our Board meetings just be closed to the general membership?  Our Chairman has asked me to inquire due to the fact that several members cannot keep quiet even after they are told to.  This causes our meeting to drag on indefinitely and we are not able to concentrate on the business at hand.

 

The membership is always invited  and are able to participate.to our quarterly meetings.

 

We could post the Board meeting minutes on our bulletin board, then the members would be informed.  Please give your views and opinions as they are greatly appreciated.  Thank You.

[Thomas Ralph]

In the first instance, the chair has the power to order a disruptive non-member to leave the room on his own initiative. (RONR 11th ed., p. 648, ll. 14-21.) ("Non-member", here, refers to someone who is not a member of the body that is meeting at that moment, so at a board meeting, it means anyone who is not a member of the board.)

A motion to exclude all non-members (except absolutely necessary staff, if necessary) is often referred to as a motion to "go into executive session" (RONR 11th ed., p. 645, ll. 1-3). But I don't see a reason why the board cannot just exclude non-members by motion without adopting the secrecy of the executive session, given that the same result can be achieved by going into executive session and then immediately resolving to lift the secrecy attached.

[Thomas Ralph]

I suppose I should add that if non-members have been attending board meetings all along, one should probably check whether they do so as of right such as a bylaw permitting them to do so.

[Dan Honemann]

A motion to exclude all non-members (except absolutely necessary staff, if necessary) is often referred to as a motion to "go into executive session" (RONR 11th ed., p. 645, ll. 1-3). But I don't see a reason why the board cannot just exclude non-members by motion without adopting the secrecy of the executive session, given that the same result can be achieved by going into executive session and then immediately resolving to lift the secrecy attached.

 

RONR agrees.

 

"A deliberative assembly or committee is normally entitled to determine whether nonmembers may attend or be excluded from its meetings (even when not in executive session)." (RONR, 11th ed., p. 96, ll. 21-24.)

[Gary Novosielski]

having Executive Sessions where no members are allowed.

No members? Must be pretty quiet, except for the crickets.

[Newbie]

I know this is an old post and hope I haven't violated some statute of limitations rule...

Our (NH) state statute contains the below statement. This was effective in 2016. Our bylaws don't have this language as they were written somewhere around 2007.

"II. Not less than once each quarter, and at such additional times as may be specified in the condominium bylaws, the board of directors shall, subject to the provisions of RSA 356-B:37-d, hold an open regular meeting during which unit owners shall be afforded a reasonable opportunity to comment on any matter affecting the association. At its discretion, the board of directors may meet in a meeting not open to unit owners provided the meeting is recorded and the recording is made available to unit owners for up to 30 days upon request."

We also have a PITA resident that often attends and occasionally offers opinions without having been recognized.

I plan on investigating how we might opt to have some BOD meetings that are not open to unit owners and see if we may simply be able to post the recorded session on a Property Management portal or some such.

Our meetings run much smoother when the PITA does not attend.

So the wording above is a bit odd since we consider ALL our BOD meetings as "open regular meetings". The requirement is that we have one of these quarterly, which we're apparently satisfying many times over. But to have a meeting not open to unit owners would require advance notice to the community, correct? This to avoid folks showing up and being told they couldn't attend.

[jstackpo]

There's no Statute of Limitations here (😊) but we prefer that new questions (even on old subjects) be posted as a "Start New Topic" via the green button on the first page.

But to help out anyway... seems to me that you do not need to announce any upcoming "from time to time" closed meetings ahead of time as long as such a meeting doesn't replace any of the required open monthly meetings.  Those closed meetings would have to be extra meetings. You will have to announce, afterwards, the availability of the recording.

Edited September 12, 2019 at 07:08 PM by jstackpo

[jstackpo]

A thot:  you might do well to check with the NH Law to see if there are any restrictions as to what topics you can legally consider in a closed Board meeting.

[Atul Kapur]

42 minutes ago, jstackpo said:

required open monthly meetings. 

I think you meant "required open quarterly meetings", no?

[Newbie]

18 minutes ago, jstackpo said:

A thot:  you might do well to check with the NH Law to see if there are any restrictions as to what topics you can legally consider in a closed Board meeting.

I couldn't find restrictions other than what might be considered in executive session. Below is more from that section.

Section 356-B:37-b

    356-B:37-b Meetings by Telephonic, Video, or Other Conferencing Process. – When the declaration or bylaws provides, the association, committees thereof, and the board of directors may meet by telephonic, video, or other conferencing process, provided that the requirements of RSA 356-B:37-c are also met.

Source. 2016, 311:2, eff. Aug. 1, 2016.

Section 356-B:37-c

    356-B:37-c Meetings of the Board of Directors and Committees of the Association. –
The following requirements apply to meetings of the board of directors and committees of the association authorized to act for the association:
I. For purposes of this section, a gathering of board members at which the board members do not conduct association business is not a meeting of the board of directors. The board of directors and its members may not use incidental or social gatherings of board members or any other method to evade the open meeting requirements of this section.
II. Not less than once each quarter, and at such additional times as may be specified in the condominium bylaws, the board of directors shall, subject to the provisions of RSA 356-B:37-d, hold an open regular meeting during which unit owners shall be afforded a reasonable opportunity to comment on any matter affecting the association. At its discretion, the board of directors may meet in a meeting not open to unit owners provided the meeting is recorded and the recording is made available to unit owners for up to 30 days upon request.
III. Unless the meeting is included in a schedule given to the unit owners or the meeting is called to deal with an emergency, the secretary or other officer specified in the bylaws shall give notice of each meeting of the board of directors to each board member and to the unit owners. The notice shall be given at least 10 days before the meeting and shall state the time, date, place, and agenda of the meeting.
IV. If any materials are distributed to the board of directors before the meeting, the board of directors at the same time shall make copies of those materials reasonably available to unit owners, except that the board of directors need not make available copies of unapproved minutes or matters that are to be considered in executive session.
V. In the case of self-managed community associations, meetings of the board of directors or committees expressly for purposes of implementation of decisions made in open meetings shall be exempt from the requirements of RSA 356-B:37, 356-B:37-a, and this section.

Source. 2016, 311:2, eff. Aug. 1, 2016.

Section 356-B:37-d

    356-B:37-d Executive Session. –
The board of directors and association committees may hold an executive session only during a regular or special meeting of the board or a committee. No final vote or action may be taken during an executive session. An executive session may be held only to:
I. Consult with the association's attorney.
II. Discuss existing or potential litigation or mediation, arbitration, or administrative proceedings.
III. Discuss labor or personnel matters.
IV. Discuss contracts, leases, and other commercial transactions to purchase or provide goods or services currently being negotiated, including the review of bids or proposals, if premature general knowledge of those matters would place the association at a disadvantage or prevent public knowledge of the matter to be discussed if the board of directors or a committee determines that public knowledge would violate the privacy of any person.

Source. 2016, 311:2, eff. Aug. 1, 2016.

 

[jstackpo]

Atul sed:  "quarterly"?

 

Correct, unless those "additional times as may be specified in the condominium bylaws" say something else.

Edited September 12, 2019 at 08:24 PM by jstackpo

[jstackpo]

3 minutes ago, Newbie said:

I couldn't find restrictions other than what might be considered in executive session. Below is more from that section.

Those restrictions are pretty substantial.  And paragraph 356-B:37-d Executive Session tells me that you cannot have a "separate" closed meeting.  Talk with your lawyer before doing something that gets your PITA friend upset and litigious.  We can't give "real" legal advice here.

[Newbie]

5 hours ago, jstackpo said:

Those restrictions are pretty substantial.  And paragraph 356-B:37-d Executive Session tells me that you cannot have a "separate" closed meeting.  Talk with your lawyer before doing something that gets your PITA friend upset and litigious.  We can't give "real" legal advice here.

OK, getting a bit confused now, which is easy for me.

We can do this: At its discretion, the board of directors may meet in a meeting not open to unit owners provided the meeting is recorded and the recording is made available to unit owners for up to 30 days upon request.

And we can do this: The board of directors and association committees may hold an executive session only during a regular or special meeting of the board or a committee.

Our "regular" board meetings occur the third Thursday of each month except for the month we have our annual meeting. So I think we could identify one of those "regular" board meetings and make it a meeting not open to unit owners. (We would have to record it.)

Whether in an open or closed meeting, we could enter into executive session and if any unit owners did happen to be in attendance, they would be asked to leave.

Now if a matter came up that required dealing with it as an urgent (but not emergency) basis, could we call for a meeting of the board to handle that? Is that what you'd consider a "separate" closed meeting?

It's all about keeping everyone happy, right? Our PITA friend is happiest when scouring the neighborhood for boogers to pick and then finding one.  🤢

[Guest Zev]

I'm like a nervous long-tailed cat in a room full of rocking chairs about now. I would feel a whole lot better about the second half of this thread if the gentleman would take all these questions and ask the association's attorney for his opinion since a good portion has to do with NH state law.

[jstackpo]

I concur (conpurr-?) with Zev's cautions (cations-?).  Check with your NH-law versed attorney.