Executive session

[Guest guest]

If the Chair of a BOD refuses to call an executive session, who else can call and executive session for the BOD?

[Edgar Guest]

A meeting can go into executive session by a majority vote. It's not usually something that's "called" in advance.

 

That's assuming you're referring to a meeting held in executive session (i.e. in confidence). Are you, instead, referring to calling a (special) meeting of the executive board?

[Gary Novosielski]

If the Chair of a BOD refuses to call an executive session, who else can call and executive session for the BOD?

 

I do not think "executive session" means what you think it means.

 

An executive session is a meeting or portion of a meeting that is designated as being confidential in nature.  You go into executive session on a majority vote, following a motion by any member.  Such sessions are not "called" as such.

[Guest Guest]

OK, can someone advise what to do in this situation then. non-profit association with an elected volunteer board. 2 paid employee's of the association are at each and every board meeting, in this instance I do not want them there as their behavior needs to be discussed with the board, and no one on the board is comfortable speaking freely with them there. I have read the following in regards to this "  In a well-governed organization of either the for-profit or nonprofit kind, the board does not permit executives to run and dominate board meetings, set agendas, or determine what information will be provided to board members. Under the leadership of an active and functioning board chair, there is adequate opportunity at board meetings for members to receive and discuss reports from not only the chief executive, but also, as appropriate, directly from other executives, in-house and outside professionals, and independent consultants if necessary. Time should be reserved for executive sessions, at which management should be excluded so that its performance may be fully and freely discussed." and our chair specifically has stated that she does not want to exclude them from any meetings. What do I as part of the BOD do?

[Edgar Guest]

2 paid employee's of the association are at each and every board meeting, in this instance I do not want them there as their behavior needs to be discussed with the board, and no one on the board is comfortable speaking freely with them there. . . . and our chair specifically has stated that she does not want to exclude them from any meetings. What do I as part of the BOD do?

Anyone who is not a member of the board has no right to attend board meetings. They're there only as guests. If a majority of the board wants to exclude them it can (the chair has only one vote). And there's no need to go into executive session to do so (though that can make it sound less "personal").

[Guest Guest]

What would the correct way at the next meeting be for them to ask to be excluded?

[Edgar Guest]

Make a motion that all non-members (of the board) shall be ordered to leave the room. Or you could make a motion that the board meet in executive session. Majority vote to adopt either motion.

(Note that non-members can be invited to attend a meeting held in executive session but your chair, and your guests, may not be aware of that).