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Attendees of a Closed/Executive session


Guest Ann H.
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I'm the president of the board for a non-profit organization. We have voting members of our board and non-voting members of our board. We're voting on an action around which there is a lot of tension and divisiveness so we need to go into a closed session to vote. Must we include non-voting members in our closed session? Can the closed session just include the voting members? If we have the option, are we setting any precedent for how we handle future closed sessions? I appreciate the help. 

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This is not legal advice, but I can relate that when I served on a local school board in NJ, the bylaws specified that the Board Secretary and the Superintendent of Schools were, ex officio, non-voting members of the Board who, per other language, did not affect a quorum. 

Although executive sessions were closely regulated by statute, both of them were allowed in.  In fact, many if not most of the executive sessions were necessary because the Superintendent had some confidential information to impart to the board, and of course the presence of the Secretary (who doubled as Business Administrator) was as necessary as ever.

The only exception was that the Superintendent was, by regulation, excused during deliberations concerning his or her job performance evaluation.

Edited by Gary Novosielski
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"Whenever a meeting is being held in executive session, only members of the body that is meeting, special invitees, and such employees or staff members as the body or its rules may determine to be necessary are allowed to remain in the hall."  (RONR, 11th ed., p. 95)

"A member of an assembly, in the parliamentary sense, as mentioned above, is a person entitled to full participation in its proceedings, that is, as explained in 3 and 4, the right to attend meetings, to make motions, to speak in debate, and to vote. ... Whenever the term member is used in this book, it refers to full participating membership in the assembly unless otherwise specified."  (RONR, 11th ed. p. 3)

It seems to me that there is no getting around the fact that, as far as the rules in RONR are concerned, a person who does not have the right to vote is not a "member" within the meaning of the rule on page 95 which is quoted above.

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7 hours ago, Daniel H. Honemann said:

"Whenever a meeting is being held in executive session, only members of the body that is meeting, special invitees, and such employees or staff members as the body or its rules may determine to be necessary are allowed to remain in the hall."  (RONR, 11th ed., p. 95)

"A member of an assembly, in the parliamentary sense, as mentioned above, is a person entitled to full participation in its proceedings, that is, as explained in 3 and 4, the right to attend meetings, to make motions, to speak in debate, and to vote. ... Whenever the term member is used in this book, it refers to full participating membership in the assembly unless otherwise specified."  (RONR, 11th ed. p. 3)

It seems to me that there is no getting around the fact that, as far as the rules in RONR are concerned, a person who does not have the right to vote is not a "member" within the meaning of the rule on page 95 which is quoted above.

Agreed, as far as the rules in RONR are concerned, but if the bylaws explicitly say that, notwithstanding some restriction, such a person is a "member", rather than calling them an advisor or other title, why would that not supersede the general definition of "member" as noted on page three, and so include such persons as members within the meaning of the rule on page 95, and elsewhere?

 

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2 hours ago, Gary Novosielski said:

Agreed, as far as the rules in RONR are concerned, but if the bylaws explicitly say that, notwithstanding some restriction, such a person is a "member", rather than calling them an advisor or other title, why would that not supersede the general definition of "member" as noted on page three, and so include such persons as members within the meaning of the rule on page 95, and elsewhere?

 

If you're asking me if bylaws take precedence over the rules in RONR, the answer is yes, they do.

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2 hours ago, Daniel H. Honemann said:

If you're asking me if bylaws take precedence over the rules in RONR, the answer is yes, they do.

Yes, of course.

What I'm hoping to learn is whether simply designating someone in the bylaws as a "non-voting member" is enough to take precedence over the RONR definition of a member as someone who may vote, and therefore permit a person so designated to be considered a "member of the body" and therefore to attend executive sessions.

Suppose for a moment that someone raised a point of order to that effect. Would you rule it well taken?

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11 hours ago, Gary Novosielski said:

Yes, of course.

What I'm hoping to learn is whether simply designating someone in the bylaws as a "non-voting member" is enough to take precedence over the RONR definition of a member as someone who may vote, and therefore permit a person so designated to be considered a "member of the body" and therefore to attend executive sessions.

Suppose for a moment that someone raised a point of order to that effect. Would you rule it well taken?

I don't think so, assuming the bylaws adopt RONR as the association's parliamentary authority, but I don't know for sure. An intent that such members must be allowed to attend executive sessions could be found somewhere within the four corners of the bylaws, but I don't see how simply designating someone as a "non-voting member" would be enough.  

If the person raising the point of order thinks that the assembly would like this non-voting member to attend its executive session, all he need do is move that he be allowed to do so. A majority vote will suffice.

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