In Camera Meeting

[janita]

All 12 of our community association board members have been invited to a meeting tonight at which they will be discussing a controversial subject of interest to our entire community.  The members of the standing committee that would normally be making recommendations to the board on this issue have not been invited to attend.   3 experts have been invited.  This is not being called a "board meeting".   But the agenda indicates that a decision is required after discussion of some of the issues.  Our by-law requires that all board meetings be open to the public.  It looks to me as if the board members who attend tonight will be making a recommendation to the Board which meets in two weeks on this subject.   Is this appropriate?  

 

[Gary c Tesser]

7 minutes ago, janita said:

But the agenda indicates that a decision is required

If it's not a board meeting, then the board cannot make any decisions, as the board.

8 minutes ago, janita said:

It looks to me as if the board members who attend tonight will be making a recommendation to the Board which meets in two weeks on this subject.   Is this appropriate?

Why not?  They can recommend all they want.  Are there any rules (of your group -- there aren't any in Robert's Rules) that say that recommendations are decrees?  They can recommend that you give me the keys to your silver Porsche, or that I give you the keys to your 2008 Chevette, but does that bind you to lend me your car, or me to lend you mine? 

Appropriate?  If it's OK with your parents and OK with my parents, we can go on a spin in whichever car is available.  No?

[Kim Goldsworthy]

12 minutes ago, janita said:

It looks to me as if the board members who attend tonight will be making a recommendation to the Board which meets in two weeks on this subject.  

Is this appropriate? 

If all they are doing is "formulating opinions" -- i.e., not making binding decisions -- then no violation of Robert's Rules of Order has occurred.

Under Robert's Rules, people are free to meet and to talk. -- Even without notice. Even without a quorum.

Talk is cheap. Opinions don't violate parliamentary rules. Brainstorming is harmless. Strategizing is okay.

 

[Gary c Tesser]

O, but really square business:  Janita, who "invited" these board members to this meeting?  It's not a board meeting, but what kind of meeting, and whose meeting, is it?

(Of course it's more important that you know the answers to these questions than that I do.)

[Guest Dave]

Hi all, a Board I sit on was at dinner one night at decided to go "in-camera" to discuss some HR-related issues. 

There was no notice of a meeting. There was no motion to go "in-camera." 

After the meeting "notes" from the in-camera session were shared at a regularly scheduled Board Meeting. 

I believe it's perfectly fine for Board Members to meet to discuss issues, informally, but I just want to confirm, according to Robert's Rules, that this was not a proper Board In-Camera session. 

Interested to hear your thoughts! Thanks!

[Josh Martin]

43 minutes ago, Guest Dave said:

Hi all, a Board I sit on was at dinner one night at decided to go "in-camera" to discuss some HR-related issues. 

There was no notice of a meeting. There was no motion to go "in-camera." 

After the meeting "notes" from the in-camera session were shared at a regularly scheduled Board Meeting. 

I believe it's perfectly fine for Board Members to meet to discuss issues, informally, but I just want to confirm, according to Robert's Rules, that this was not a proper Board In-Camera session. 

Interested to hear your thoughts! Thanks!

RONR uses the term “executive session,” not “in camera,” but yes, based upon the facts presented, this does not appear to have been a proper meeting of the board (in executive session or otherwise).

For future reference, please post a new question as a new thread, even if there is an existing thread on a similar subject.

[J. J.]

1 hour ago, Guest Dave said:

Hi all, a Board I sit on was at dinner one night at decided to go "in-camera" to discuss some HR-related issues. 

There was no notice of a meeting. There was no motion to go "in-camera." 

After the meeting "notes" from the in-camera session were shared at a regularly scheduled Board Meeting. 

I believe it's perfectly fine for Board Members to meet to discuss issues, informally, but I just want to confirm, according to Robert's Rules, that this was not a proper Board In-Camera session. 

Interested to hear your thoughts! Thanks!

Were  all voting members of the board present? 

[Gary Novosielski]

4 hours ago, J. J. said:

Were  all voting members of the board present? 

I'm not sure that would matter.

Clearly, an impromptu meeting at a dinner would not be a regular meeting, and as it was decided on the spur of the moment, it could hardly be a "properly called" special meeting, so it fails to pass the minimum requirements for being a meeting at all, barring some truly unusual provisions in the bylaws.

[J. J.]

8 hours ago, Gary Novosielski said:

I'm not sure that would matter.

Clearly, an impromptu meeting at a dinner would not be a regular meeting, and as it was decided on the spur of the moment, it could hardly be a "properly called" special meeting, so it fails to pass the minimum requirements for being a meeting at all, barring some truly unusual provisions in the bylaws.

There can be a whole bunch of questions about what constitutes a "properly called meeting," which is primarily a function of bylaws.

My first question is, in this case, were all the members present? 

[Guest Student]

I agree with Gary N that whether all members were present doesn' affect the answer as to whether this was actually a meeting of this board. We recently had a discussion on this forum on that which concluded that, even if all members were present, it would not be a board meeting. Therefore the answer to the original poster's question is that it wasn't a proper board in-camera session.

(I'm not facile enough with the search function to find that topic)

[George Mervosh]

7 minutes ago, Guest Student said:

I agree with Gary N that whether all members were present doesn' affect the answer as to whether this was actually a meeting of this board. We recently had a discussion on this forum on that which concluded that, even if all members were present, it would not be a board meeting. Therefore the answer to the original poster's question is that it wasn't a proper board in-camera session.

(I'm not facile enough with the search function to find that topic)

This might be it.  It's in the Advanced Discussion forum.  https://robertsrules.forumflash.com/topic/32016-improper-notice-of-special-meeting-given-but-all-members-attend-without-objection/

 

[Richard Brown]

The question which started the thread being referred to was my question.   Although the majority of members responding, including one or two members of the authorship team, said that if the meeting wasn't properly called, any business conducted would be null and void, that opinion was not unanimous and at least two of us disagreed with it.  I still  disagree for the simple  reason that I have heard no reason articulated for the rule other than that it is designed to protect absentees.  I also believe it is a rule of order which can be suspended if there are no absentees and no objections.   If thee are no absentees, there is no one to protect.  

I could be wrong, but I believe there have been other situations presented on this message board where the authorship team has taken the position that the purpose of a rule should be taken into account in determining whether it is applicable in a particular situation.  It is my position that this is one of those situations.

[George Mervosh]

1 minute ago, Richard Brown said:

The question which started the thread being referred to was my question.   Although the majority of members responding, including one or two members of the authorship team, said that if the meeting wasn't properly called, any business conducted would be null and void, that opinion was not unanimous and at least two of us disagreed with it.  I still  disagree for the simple  reason that I have heard no reason articulated for the rule other than that it is designed to protect absentees.  I also believe it is a rule of order which can be suspended if there are no absentees and no objections.   If thee are no absentees, there is no one to protect.  

I could be wrong, but I believe there have been other situations presented on this message board where the authorship team has taken the position that the purpose of a rule should be taken into account in determining whether it is applicable in a particular situation.  It is my position that this is one of those situations.

Post #3 on that thread makes no mention of absentees.

[Richard Brown]

3 minutes ago, George Mervosh said:

Post #3 on that thread makes no mention of absentees.

Oh, I agree.  But failure to mention that key point doesn't make it go away.   I still have heard no good argument presented as to any purpose for the rule... and for it being non-suspendable...  other than to protect absentees. 

[George Mervosh]

7 minutes ago, Richard Brown said:

Oh, I agree.  But failure to mention that key point doesn't make it go away.   I still have heard no good argument presented as to any purpose for the rule... and for it being non-suspendable...  other than to protect absentees. 

Huh?  If it violates a fundamental principle of parliamentary law (which prohibits it from being suspended) that's not a good reason?

Edited June 4, 2018 at 04:19 PM by George Mervosh

[Richard Brown]

11 minutes ago, George Mervosh said:

Huh?  If it violates a fundamental principle of parliamentary law (which prohibits it from being suspended) that's not a good reason?

The reason for it is to protect absentees.  Who was absent?  Who objected?

I realize my opinion may be in the minority and that some members of the authorship team might disagree.  It is still my opinion.  Minority opinions often turn out to be majority opinions with the passage of time, as anyone who follows Congress, the history of the Supreme Court, and science can attest.

Edited to add:  I'm also  putting on my attorney hat and thinking about how a court would look at a case where all members of a governing board were present without objection and all voted in favor of a motion to which some member of the general  membership objects and files suit to have the action declared invalid.  But, since we aren't supposed to get into that here, I won't go any further with that other than to say I'm also looking  at this from that angle.

I could well be wrong on all counts.  But, until I am persuaded otherwise, it is still my opinion. 

Now, having said that, my advice, if confronted again with the situation, will probably be:  "Call another special meeting if there is time.  If not, go ahead and have your meeting and do what you think needs to be done, but ratify or re-adopt the same motion asap at either another special meeting or at the next regularly scheduled meeting".

Edited June 4, 2018 at 04:37 PM by Richard Brown
Added last three paragrrphs

[Josh Martin]

17 hours ago, Guest Dave said:

Hi all, a Board I sit on was at dinner one night at decided to go "in-camera" to discuss some HR-related issues. 

There was no notice of a meeting. There was no motion to go "in-camera." 

After the meeting "notes" from the in-camera session were shared at a regularly scheduled Board Meeting. 

I believe it's perfectly fine for Board Members to meet to discuss issues, informally, but I just want to confirm, according to Robert's Rules, that this was not a proper Board In-Camera session. 

Interested to hear your thoughts! Thanks!

Dave, could you clarify whether there was any actual business conducted at this meeting? That is, did the board make any actual decisions, or was there simply “informal discussion” on issues?

15 minutes ago, Richard Brown said:

The reason for it is to protect absentees.  Who was absent?  Who objected?

I realize my opinion may be in the minority and that some members of the authorship team might disagree.  It is still my opinion.  Minority opinions often turn out to be majority opinions with the passage of time, as anyone who follows Congress, the history of the Supreme Court, and science can attest.

Mr. Brown, minority opinions are most helpful if they address all parts of the issue at hand.

As was explained several times in the previous thread, business may only be conducted at a regular or properly called meeting. This is a fundamental principle of parliamentary law, which is a separate category of continuing breach than violations of rules protecting absentees, so the fact that there are no absentees is no defense. We heard some of J.J.’s logic in regards to this issue, but I don’t believe we ever heard your arguments on this point.

Edited June 4, 2018 at 04:38 PM by Josh Martin

[Richard Brown]

We (including myself) are commingling a discussion of Guest Dave's situation as presented in this thread with my question as presented in the other thread in the Advanced Discussion forum.  That probably is not very helpful as the two situations are not identical.  The biggest differences are probably that in Dave's  case in THIS thread, there was no special meeting called and we don't yet know if this dinner gathering was considered an official meeting or if any action was actually taken (as  opposed to just discussing something). 

[Dan Honemann]

31 minutes ago, Richard Brown said:

We (including myself) are commingling a discussion of Guest Dave's situation as presented in this thread with my question as presented in the other thread in the Advanced Discussion forum.  That probably is not very helpful as the two situations are not identical.  The biggest differences are probably that in Dave's  case in THIS thread, there was no special meeting called and we don't yet know if this dinner gathering was considered an official meeting or if any action was actually taken (as  opposed to just discussing something). 

Well, then, go on back to the other thread and tell us in what respect you disagree with what Mr. Martin has said here (if, in fact, you do disagree):

"As was explained several times in the previous thread, business may only be conducted at a regular or properly called meeting. This is a fundamental principle of parliamentary law, which is a separate category of continuing breach than violations of rules protecting absentees, so the fact that there are no absentees is no defense."

I think he said the same thing there as well.

[J. J.]

One question is, was this meeting a "properly called meeting?"  A second question is, who gets to make that determination?

Neither of those questions though are the ones that need to be determined initially.

Let's get an account of what happened before we reach conclusions.

[Gary Novosielski]

 

10 hours ago, J. J. said:

One question is, was this meeting a "properly called meeting?"  A second question is, who gets to make that determination?

Neither of those questions though are the ones that need to be determined initially.

Let's get an account of what happened before we reach conclusions.

That's one way of looking at it.  Another is that it does make perfect sense to determine first whether the "meeting" was properly called.  If it was not, then it makes little difference what happened at the "meeting".

[Josh Martin]

3 hours ago, Gary Novosielski said:

That's one way of looking at it.  Another is that it does make perfect sense to determine first whether the "meeting" was properly called.  If it was not, then it makes little difference what happened at the "meeting".

I think I am inclined to agree with J.J. that if there are any facts which would prevent a prolonged argument, we may as well obtain those facts first.

Edited June 5, 2018 at 05:56 PM by Josh Martin

[Gary Novosielski]

Since when do facts prevent arguments? 

 

[J. J.]

9 hours ago, Gary Novosielski said:

 

That's one way of looking at it.  Another is that it does make perfect sense to determine first whether the "meeting" was properly called.  If it was not, then it makes little difference what happened at the "meeting".

We might all be in complete agreement that this was a properly called meeting, and still find a problem.  We might all agree that this was not a properly called meeting, but that there was no meeting as such, just dinner conversation.