Guest Julie Posted January 30, 2015 at 10:39 PM Report Share Posted January 30, 2015 at 10:39 PM Our board needs to appoint a new board member at this week's meeting, and I'm not sure whether we should handle that during our normal business session or in executive session. Background: Board Member A ran for and won the race for secretary in our organization's recent election. We need to appoint a replacement board member to fill the remaining 12 months of A's term. Our bylaws state that "any vacancies on the board during the year shall be filled until the next annual election by a majority vote of the current members of the board. This action shall take place at the first regular meeting following creation of such vacancy, or at a special board meeting called for that purpose." Several club members who are not board members normally attend our board meetings. Should we discuss and vote on filling this vacancy as with any other routine matter, or should we go into executive session, with the non-board members leaving the room? Two individuals have volunteered to fill the vacancy, and both might be in attendance. One of them probably will be appointed, and the other probably will not be happy about this. Link to comment Share on other sites More sharing options...
Edgar Guest Posted January 30, 2015 at 10:45 PM Report Share Posted January 30, 2015 at 10:45 PM The board can exclude non-members (of the board) without meeting in executive session. What meeting in executive session does is impose confidentiality on the business conducted therein. If you want a rule of thumb, I'd say that if the board thinks it should meet in executive session (or otherwise exclude non-members) then it should. It's entirely up to your board. And it doesn't have to justify or explain its decision. Link to comment Share on other sites More sharing options...
Richard Brown Posted January 30, 2015 at 11:24 PM Report Share Posted January 30, 2015 at 11:24 PM I agree with with Edgar about the rules in RONR. It is a decision for your board to make. However, from a practical and "good will" standpoint, I urge you to be conservative with excluding regular members from observing the actions of their board. It can lead to distrust, hard feelings, accusations that "the fix is in", etc etc. Although you certainly have the right to select the new board member in secret, and it might seem similar to hiring someone, in practice, I think those elections are usually held in open session. The public, and the regular members of an organization, often grow suspicious when business is conducted behind closed doors in secret. Perhaps it should depend on how "sensitive" the discussion is likely become. Link to comment Share on other sites More sharing options...
Guest Julie Posted January 31, 2015 at 01:16 AM Report Share Posted January 31, 2015 at 01:16 AM Thank you for the information! I agree that it would give a better appearance if we do this in regular session. I think that we can probably manage this without anyone getting ugly with their comments. Link to comment Share on other sites More sharing options...
Guest Guest Posted January 31, 2015 at 01:29 AM Report Share Posted January 31, 2015 at 01:29 AM A follow-up question: Now I am typing up the draft agenda for this board meeting. I would like to put the appointment of the new board member first, so that we have a full board as soon as possible. Is that OK to do, or do I need to put this as new business later in the meeting Link to comment Share on other sites More sharing options...
Josh Martin Posted January 31, 2015 at 02:01 AM Report Share Posted January 31, 2015 at 02:01 AM A follow-up question: Now I am typing up the draft agenda for this board meeting. I would like to put the appointment of the new board member first, so that we have a full board as soon as possible. Is that OK to do, or do I need to put this as new business later in the meeting If the assembly is going to adopt an agenda, it can put things wherever it likes. This is the entire purpose of adopting an agenda - when the standard order of business (or a special order of business adopted by the organization) is insufficient. Link to comment Share on other sites More sharing options...
Richard Brown Posted January 31, 2015 at 02:08 AM Report Share Posted January 31, 2015 at 02:08 AM As Josh said, you can do it whenever you want to. RONR has no rule on that. It is my experience that when a vacancy is being filled in this manner and the new appointee takes office immediately and is present, it is usually done early in the meeting so the new member can take his seat with the board and participate in the rest of the meeting. Link to comment Share on other sites More sharing options...
Guest Julie Posted January 31, 2015 at 02:20 AM Report Share Posted January 31, 2015 at 02:20 AM Wonderful - thank you! Link to comment Share on other sites More sharing options...
Rev Ed Posted January 31, 2015 at 06:10 AM Report Share Posted January 31, 2015 at 06:10 AM Also, unless the By-laws (or relevant statute covering the organization) states otherwise, the Board member did not have to vacate one position to run, or be elected to, another Board position. Link to comment Share on other sites More sharing options...
Dan Honemann Posted January 31, 2015 at 11:49 AM Report Share Posted January 31, 2015 at 11:49 AM Also, unless the By-laws (or relevant statute covering the organization) states otherwise, the Board member did not have to vacate one position to run, or be elected to, another Board position. Well, no one has said that he did. We have simply been told that the election of Board Member A to the office of secretary created a vacancy on the board. Link to comment Share on other sites More sharing options...
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