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Executive Session


Guest Mike Galyean

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Since Executive Session includes discussion and action that should be kept secret and not divulged outside the body calling for Executive Session, are written minutes kept?  If so, are they distributed, and to whom?

 

Yes, minutes are kept.

 

" The minutes, or record of proceedings, 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. When the minutes of an executive session must be considered for approval at an executive session held solely for that purpose, the brief minutes of the latter meeting are, or are assumed to be, approved by that meeting."  RONR (11th ed.), p. 96

 

They need not be distributed to anyone and only those members who were entitled to attend the executive session would be entitled to view them or have a copy if they were distributed.

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Yes minutes are kept.  If your rules call for distribution, they should only be distributed to members of the body that met.  In neither case (regular or executive session) should minutes contain details of discussion, but if actions were taken that need to remain confidential, the minutes should also be read and approved in executive session.  The secretary is responsible for keeping them safe, in either case.

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Of course, in practical terms, very little that is actually decided upon in Executive Session will actually remain a 'secret.'  The general membership, if not the public, will eventually see the results of any decision.  Two Examples of this are:

 

1)  Discussion surrounding the reviews of employees.  While the actual performance may be confidential, any pay increase (or benefit increase, or bonus, etc) of a financial nature will eventually become known to the membership when the Financial Statements are released.  So there will be some secrecy (the actual review) other aspects are not 'secret.'  And if an employee is suddenly replaced, then the decision to terminate is not a secret.

 

2)  Litigation questions.  While the Board may not have to reveal the decision to consult a lawyer on a possible lawsuit, if the lawsuit is launched, then the members, and the public, will know when the issue gets to court (court records being made public.)

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Of course, in practical terms, very little that is actually decided upon in Executive Session will actually remain a 'secret.'  The general membership, if not the public, will eventually see the results of any decision.  Two Examples of this are:

 

1)  Discussion surrounding the reviews of employees.  While the actual performance may be confidential, any pay increase (or benefit increase, or bonus, etc) of a financial nature will eventually become known to the membership when the Financial Statements are released.  So there will be some secrecy (the actual review) other aspects are not 'secret.'  And if an employee is suddenly replaced, then the decision to terminate is not a secret.

 

2)  Litigation questions.  While the Board may not have to reveal the decision to consult a lawyer on a possible lawsuit, if the lawsuit is launched, then the members, and the public, will know when the issue gets to court (court records being made public.)

 

Setting aside the issue of whether these examples are always and entirely accurate (and that they involve issues beyond the scope of this forum), what does this have to do with the OP's question?

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Agreeing with Ed, I think it's at least as common as not that executive session is invoked to cloak the deliberations in confidentiality, rather than to keep the ultimate decision a secret.

 

Basically, that in many cases the Minutes can be read (or distributed if applicable) to the general membership.

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