Board of Director mtgs in executive session

[Guest Tim]

We have a society with approximately 300 members; they elect a board of directors annually with up to 25 members, including the four officers.

 

There is also an executive committee of the four officers, plus one appointed director.

 

In the past the regularly scheduled directors meetings have been open, with guests’ occasionally showing up, usually to speak to a specific issue. (Not always society members, sometimes volunteer workers, etc.)

 

Lately there has been an increase in these visitors, and it is becoming disruptive to the directors meeting, usually ending up with directors quarreling in front on the guests.

 

Can these meetings be announced by the president during the invitation to the directors that the meeting will be an executive session meeting, or does that need to be voted upon after the meeting is in session?

 

I have read somewhere that all directors meetings are de-facto executive or closed meetings unless others are specifically invited.

 

Thanks in advance for the help

 

[Hieu H. Huynh]

Only board members have the right to attend board meetings. The board may decide to allow others to attend or may require them to leave at any time.

[Josh Martin]

Can these meetings be announced by the president during the invitation to the directors that the meeting will be an executive session meeting, or does that need to be voted upon after the meeting is in session?

 

The President cannot decide this on his own. The board will need to make this decision during a board meeting, but if it wishes, it could decide that future meetings shall also be held in executive session.

 

I have read somewhere that all directors meetings are de-facto executive or closed meetings unless others are specifically invited.

 

This is not correct, especially if this particular board of directors has customarily held open meetings. The board is free to change this custom, but the President cannot do so on his own.

[Guest Tim]

These answers contradict each other,  Can the invitation to the BOD state that the meeting is closed on the agenda sent out, our by-laws are silent to this

[Hieu H. Huynh]

See FAQ#14 regarding agendas.

[Rev Ed]

These answers contradict each other,  Can the invitation to the BOD state that the meeting is closed on the agenda sent out, our by-laws are silent to this

 

The President, or any other officer, can only do that if the By-laws of the organization allow for it.  Otherwise, the Board has to make this decision on its own at the next meeting.

 

Of course, only members of the group meeting (in this case the Board) have any rights in the meeting. 

 

So one option would be to follow RONR and not allow non-members to speak at all during the meeting, and to go into Executive Session when required.

 

Another option I have seen is for the Board to have a "Public Comment" as an Agenda item with limits - such as how long each person has to talk (or a total time for people to make statements), and that people can only speak about an issue already on the Agenda (or otherwise known to be discussed at the meeting.)

[Richard Brown]

These answers contradict each other,  Can the invitation to the BOD state that the meeting is closed on the agenda sent out, our by-laws are silent to this

The president cannot unilaterally decree and state in the notice of the meeting (or, I suppose, what you refer to as "the invitation"... that's not a term in RONR) that the meeting will be conducted in executive session.  That decision rests with the board, not the president.

 

However, the president may state that he expects the meeting (or most of the meeting) to be held in executive session and if the board does indeed decide to hold the meeting in executive session, people who are not board members will not be allowed to remain.  Such a statement gives non members a "heads up" that they probably won't be able to attend the meeting. 

 

He can probably say pretty much whatever he wants to say in the notice (invitation?), but any statement that the meeting will be in executive session would exceed his authority and would not be binding.

 

Just out of curiosity, what is this "invitation" you speak of?   Is it what RONR refers to as the "notice of the meeting" or "call of the meeting"?

[Guest Tim]

Rich

Yes teh invitation is the notice of meeting sent to the board members, which includes the agenda.  We are getting too many visitors, one in particular that keeps bringing up an old issue that was heavily debated by the board, and just disrupts the meeting and gets everyone arguing again about an issue that should be closed.

 

I would not like to have to have the board vote at every meeting to go into executive session.

 

[Hieu H. Huynh]

The board could adopt a rule to exclude visitors from its meetings.

[Gary Novosielski]

Since visitors don't make motions, and since discussions don't take place without a motion, the only way that a visitor could get everyone discussing some old issue to the point of chaos is if the presiding officer is asleep at the wheel.