executive session

[Travis]

In a recent meeting, the chair did not rule a motion that the board go into executive session out of order, even though the bylaws state that "All meetings of the board are open meetings." A point of order was made that the bylaws didn't allow "secret meetings." The chair ruled that Robert's Rules of order allowed for executive meetings. Many of us were under the impression that the bylaws supersede "RRO" and that this is exactly the intent of the bylaw, to prevent members from being excluded from all meetings of the board if they wish to be present. If the board wants to meet in executive session, wouldn't that bylaw have to be amended or removed by a 2/3 vote of the assembly?

[jstackpo]

You are correct.

 

When the chair made his (incorrect, from what you tell us) ruling did anybody appeal the ruling of the chair in a proper formal manner?  p. 255.

 

I'll leave it to others to debate whether this all constitutes a "continuing breach"  --  p. 251  (it sure looks that it does)  --   but what to do about it after the fact is the question.

[Tom Coronite]

If the board wants to meet in executive session, wouldn't that bylaw have to be amended or removed by a 2/3 vote of the assembly?

 

 

Would that bylaw be considered in the nature of a rule of order and suspendable?

[Edgar Guest]

I would only add that the point of order and any appeal would have had to have been made by a member of the board.

 

I suspect the only recourse at this point might be disciplinary proceedings against the chair.

[Edgar Guest]

Would that bylaw be considered in the nature of a rule of order and suspendable?

 

I don't think so as it gives the right to attend board meetings to a class of people (presumably only the members of the organization but possibly anyone at all).

[Dan Honemann]

Would that bylaw be considered in the nature of a rule of order and suspendable?

 

No, I don't think so. A point of order could be raised at any time during the continuance of the breach, which would be any time during continuance of the executive session.

[jstackpo]

And for Travis' meditation opportunity:  It is a lousy bylaw.

 

Suppose the Board had to meet to discus a response to a suit against the board filed by a member.  I'm sure the member would be delighted to hear what the Board planned in response.

[Dan Honemann]

I would only add that the point of order and any appeal would have had to have been made by a member of the board.

 

I suspect the only recourse at this point might be disciplinary proceedings against the chair.

 

Well, I see no reason to place the blame solely upon the chair.

[Travis]

And for Travis' meditation opportunity:  It is a lousy bylaw.

 

Suppose the Board had to meet to discus a response to a suit against the board filed by a member.  I'm sure the member would be delighted to hear what the Board planned in response.

I agree that there are times when a board would need to meet in "executive session" and that the bylaw should most likely be changed or removed. My concern is that having bylaws that aren't respected (even if they're bad ones) leads the membership to question what's going on and have a mistrust for the leadership (which may be where the bylaw originated in the first place.) I know, particularly in church settings, members often believe that there should be absolutely nothing kept from the membership, regardless of what it concerns. However, sometimes the board has to deal with information given them from the personnel committee concerning staff that probably shouldn't be discussed in front of members. I'm on the bylaws committee and though it seems unreasonable to me, I'm not sure the body will support changing it... but I don't really want it enforced either... but if it's there, it really should be respected.

[jstackpo]

In amending the bylaws, you could specify "Open Meetings" except for "Executive Sessions", but specify (carefully!) the particular limited circumstances that authorize the Board to go into ExecSess, and no others.  (Potential embarrassment doesn't count as one of the exceptions.)

[Tom Coronite]

 I know, particularly in church settings, members often believe that there should be absolutely nothing kept from the membership, regardless of what it concerns. However, sometimes the board has to deal with information given them from the personnel committee concerning staff that probably shouldn't be discussed in front of members. 

 

But is the board subordinate to the general membership, or vice versa?  If the general membership can countermand an action of the board, shouldn't they have all the pertinent information? it speaks, I think, to the basic question of who is ultimately in charge the board or the membership.

[Travis]

Yes, the membership can countermand any action of the board. And if in the case of dismissal of a staff person, the assembly wished to question the board's action, they would need to know what the reasons for the action were. However, in the initial stages of the personnel committee informing the board that there is a possible issue, that may be nothing but a rumor that will prove unsubstantiated, it would seem perhaps irresponsible to expose that information to a possible rumor mill by discussing it in an open meeting, before the board has had time to check into it and talk to the staff member to see if there is reason to proceed.

[Richard Brown]

. . . I know, particularly in church settings, members often believe that there should be absolutely nothing kept from the membership, regardless of what it concerns. However, sometimes the board has to deal with information given them from the personnel committee concerning staff that probably shouldn't be discussed in front of members. I'm on the bylaws committee and though it seems unreasonable to me, I'm not sure the body will support changing it...

 

Well, you could  amend the bylaws to provide that the board may go into  executive session only by a very high vote threshold, such as a vote of two-thirds, three-quarters, or even of all members present.

[Edgar Guest]

Well, I see no reason to place the blame solely upon the chair.

 

Fair enough. But the chair's erroneous ruling was a sin of commission. The apparent failure of any other board member to appeal the ruling was a sin of omission. 

[Richard Brown]

Yes, the membership can countermand any action of the board. And if in the case of dismissal of a staff person, the assembly wished to question the board's action, they would need to know what the reasons for the action were. However, in the initial stages of the personnel committee informing the board that there is a possible issue, that may be nothing but a rumor that will prove unsubstantiated, it would seem perhaps irresponsible to expose that information to a possible rumor mill by discussing it in an open meeting, before the board has had time to check into it and talk to the staff member to see if there is reason to proceed.

Perhaps the discussion in these three recent threads in the advanced discussion forum might be helpful as to how to lift the secrecy of the improper executive session.... or might just add to your consternation:

 

http://robertsrules.forumflash.com/index.php?/topic/24024-lifting-the-secrecy-of-an-executive-session/

http://robertsrules.forumflash.com/index.php?/topic/24054-executive-session-secrecy-yet-again/

http://robertsrules.forumflash.com/index.php?/topic/23165-can-assembly-direct-board-to-let-member-inspect-board-minutes/

 

However, if going into executive session was improper because it violated the bylaws, might that possibly mean that the act of going into executive session was void and of no effect and that no secrecy has been imposed and there is therefore no veil of secrecy to lift?   At most, might a simple ruling of the chair that the executive session was void be sufficient?  

[Richard Brown]

Would that bylaw be considered in the nature of a rule of order and suspendable?

 

No, I don't think so. A point of order could be raised at any time during the continuance of the breach, which would be any time during continuance of the executive session.

What about after the executive session has ended?   Are you saying that a point of order cannot be raised after the executive session has ended that the executive session was improper and that no secrecy has been imposed?

[Dan Honemann]

What about after the executive session has ended?   Are you saying that a point of order cannot be raised after the executive session has ended that the executive session was improper and that no secrecy has been imposed?

 

I'm saying that it's too late to raise a point of order regarding the closing of the meeting to nonmembers of the board.

 

As best I can determine, it appears that the motion to go into executive session conflicts with the bylaws, and its adoption was null and void. If so, no secrecy has been imposed.