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Jim Anderson
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The Chairman of our organization's Board of Trustees called a Special Board meeting with set agenda giving prescribed 3 day notice. During the "3 day notice" period, information came to the attention of the Chairman ostensibly with serious implication to the organization. In the view of the Chairman, divulging this information to the Board must be in "executive session" and cannot wait (certainly should not) until the next regular meeting of the Board or even waiting another 3 days to give the prescribed notice for another special meeting.

Question: During a "called special meeting" would a motion to enter "executive session" to deal with a matter not on the published agenda be in order when the item may have serious implication for the organization?

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Unknown at this time however I assume the initial result will be to provide vital information concerning the attention of the Board. I believe any action to be taken, would need to occur at the next regularly scheduled meeting of the Board or a called special executive session meeting.

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The best course of action, if time permits, is to call another special meeting to deal with this new issue if it cannot wait until the next regular meeting. However, if this is a true emergency, the board members may, at their own risk, take such emergency action as they deem necessary and then hope that the action will be ratified at a special meeting or at the next regular meeting.

Note: there is nothing wrong with them informally discussing this new issue, but they should not take any action on it unless they believe it is a true emergency and the board members are willing to risk not having the action ratified. Any such discussion should probably take place during a recess or prior to the official meeting or after the official meeting adjourns.

Edited by Richard Brown
Added last sentence
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5 hours ago, Jim Anderson said:

The Chairman of our organization's Board of Trustees called a Special Board meeting with set agenda giving prescribed 3 day notice. During the "3 day notice" period, information came to the attention of the Chairman ostensibly with serious implication to the organization. In the view of the Chairman, divulging this information to the Board must be in "executive session" and cannot wait (certainly should not) until the next regular meeting of the Board or even waiting another 3 days to give the prescribed notice for another special meeting.

Question: During a "called special meeting" would a motion to enter "executive session" to deal with a matter not on the published agenda be in order when the item may have serious implication for the organization?

 

16 minutes ago, George Mervosh said:

Unless you have some rule requiring it, the call to a special meeting need not include the fact the board may wish to enter into executive session.  That motion can be made and dealt with right then and there.  RONR (11th ed.), p. 93, ll. 3-8.

George, I agree that normally the notice for a special meeting need not include the fact that the board may enter executive session to deal with a matter included in the call of the meeting.  However, in this case, if I understand the question correctly, Mr. Anderson is asking if they can go into executive session at a special meeting to deal with an issue which was not noticed in the call of the meeting.

Do you still believe that it is in order for the board to go into executive session at a special  meeting to deal with a subject not listed in the call of the meeting?   Wouldn't such a request or motion to go into executive session to take up something not noticed be out of order?  Or if no reason is given for the executive session, wouldn't it be out of order to take up a matter not noticed in the call? 

I do realize that the board members, if they deem the matter sufficient important and urgent, may agree to take action on the item nonetheless, but they have no authorization for taking action and can only hope that the proper body (probably the board itself) will ratify it at a future meeting.  My concern is whether it is technically in order to go into executive session at a called meeting to take up a matter not noticed in the call.

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8 minutes ago, Richard Brown said:

George, I agree that normally the notice for a special meeting need not include the fact that the board may enter executive session to deal with a matter included in the call of the meeting.  

Good, because that's all I was saying and it was in response to part of Mr. Anderson's post below:

4 hours ago, Jim Anderson said:

Unknown at this time however I assume the initial result will be to provide vital information concerning the attention of the Board. I believe any action to be taken, would need to occur at the next regularly scheduled meeting of the Board or a called special executive session meeting.

Plus,I tend to agree with Mr. Anderson's whole bolded sentence and share his reluctance to play Russian Roulette by taking action not mentioned in the original special meeting's call.

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On 1/25/2017 at 11:48 AM, Jim Anderson said:

The Chairman of our organization's Board of Trustees called a Special Board meeting with set agenda giving prescribed 3 day notice. During the "3 day notice" period, information came to the attention of the Chairman ostensibly with serious implication to the organization. In the view of the Chairman, divulging this information to the Board must be in "executive session" and cannot wait (certainly should not) until the next regular meeting of the Board or even waiting another 3 days to give the prescribed notice for another special meeting.

Question: During a "called special meeting" would a motion to enter "executive session" to deal with a matter not on the published agenda be in order when the item may have serious implication for the organization?

Business that was not included in the call of the meeting may not be taken up.  Whether it is in executive session or no is not relevant.

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