Board meetings

[Nikki]

At our recent board meeting we met in executive or closed session to discuss a matter with a homeowner.

I am the secretary and the other board members told me not to put in the minutes that the board met in 

executive session with a homeowner.

It is not addressed in our bylaws.

What should I do?  I thought it was supposed to be mentioned in the minutes that the board met in executive session

but of course not to include the minutes of the executive session in the regular board meeting minutes.

Update:

Now the board is telling me that we didn't meet in executive session that we simply met with a homeowner before the actual board meeting.

Is this correct procedure?  I thought it was an executive or closed session and that it should be mentioned in the minutes that the board met in executive session.

What do you call the kind of meeting that we had then?

Also, in writing minutes of the meeting is the word board capitalized every time it is mentioned?

[Hieu H. Huynh]

Here is the link to the previous thread by Nikki.

[Joshua Katz]

If the members of the board spoke to a homeowner prior to the meeting, and not in session, I'd refer to it as a conversation.  It needn't be mentioned anywhere since it wasn't part of a meeting . However, there will then be no rule giving secrecy.  

It sounds like you need to resolve the factual issue first.

[Nikki]

So what you are saying is that conversation can not be guaranteed to remain confidential since it was not conducted in the confines of the board meeting?

What do you mean by factual issue?

[Joshua Katz]

Confidentiality cannot be guaranteed, at least by parliamentary means, outside of a meeting, correct.  (There are other ways, such as people promising, signing an NDA, applicable laws, etc.)  

The factual issue is:  was the conversation with the homeowner conducted in executive session, or outside of a meeting?  It seems there are different versions of the story.

[Nikki]

The conversation was conducted outside of a meeting, actually before our board meeting was called to order.  I was wrong in assuming that we were meeting in executive session.

When would a board meet in executive session?  Would it be if there were other people at the meeting that were not actually board members?

[Joshua Katz]

A board can enter executive session by voting to do so.  Others can be removed from the meeting (unless you have rules to the contrary) without executive session, though.  The idea of executive session is not only to exclude others, but also to impose secrecy on the board members themselves as to what was discussed.  It is most commonly used to discuss legal matters, particularly strategy, personnel matters, and the like.

[Nikki]

It is my opinion then that we should have met in executive session.  We were discussing a serious issue with a homeowner.  Because of the homeowner's actions, the board believed that a contractor pulled out of a job.  The homeowner was invited to talk to the board to tell their side of the story.

What do you think?

Conversation before the board meeting ok?

[Gary Novosielski]

Just now, Nikki said:

It is my opinion then that we should have met in executive session.  We were discussing a serious issue with a homeowner.  Because of the homeowner's actions, the board believed that a contractor pulled out of a job.  The homeowner was invited to talk to the board to tell their side of the story.

What do you think?

Conversation before the board meeting ok?

Beats me.  I can imagine situations where it would be fine and dandy, and others where it would be quite unethical.  We have no basis on which to judge.  

But RONR doesn't have a lot to say about what goes on outside meetings.