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Executive session minutes review or reading


Robert Dingus
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Can a current sitting board, read and review past boards, minutes of executive sessions. 

example: a policy was created in executive session, and no references to it are mentioned in the normal board minutes.

reasons for reading past minutes, is to determine / settle a current board concern about the issue being previously discussed and handled.

what are the requirements to read these documents, if they exist. 

would this be  required to get a legal order to open and read.

all reading to be done in executive session only, and that is as far as the information goes, to help evaluate a past issue, and how it was applied / justified.

 

Thank you.

 

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16 minutes ago, Robert Dingus said:

Can a current sitting board, read and review past boards, minutes of executive sessions.

Yes.

17 minutes ago, Robert Dingus said:

what are the requirements to read these documents, if they exist. 

RONR lists no requirements.  He'd just contact the Secretary to review them.  He would also be bound by the same secrecy requirements that would apply for minutes of an executive session.

26 minutes ago, Robert Dingus said:

would this be  required to get a legal order to open and read.

You'd need to check with a lawyer, RONR doesn't require one.

26 minutes ago, Robert Dingus said:

all reading to be done in executive session only

If he's reviewing them outside of a meeting seeing I don't think this is applicable.

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1 hour ago, Robert Dingus said:

Can a current sitting board, read and review past boards, minutes of executive sessions. 

example: a policy was created in executive session, and no references to it are mentioned in the normal board minutes.

reasons for reading past minutes, is to determine / settle a current board concern about the issue being previously discussed and handled.

To be clear, minutes of executive session belong to the board, not the individual members of it.  Unless you've gone through some sort of reorganization, while it's common to speak of "the past board" or "the 110th Congress," it's the same body, just filled by different people.  The board keeps those minutes for its use, therefore, the board can use them.

Another question that often goes with this one is access to what happened in executive session by those who were entitled to be present, but weren't.  The answer is the same - they get to read them to, and for the same reason.  A board member who isn't present at an executive session is still a board member and so still entitled to know what happened - and now, the entire board is such people vis a vis a meeting held 30 years ago.

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1 hour ago, Gary Novosielski said:

And to be even clearer, even in situations where the board does "reorganize" and may use the terminology of "last board", or "future boards", there's still no rule against access to past minutes by present members.

I'm not sure I'd agree with this as a general statement, although analyzing it would take us out of parliamentary procedure.

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1 hour ago, Gary Novosielski said:

And to be even clearer, even in situations where the board does "reorganize" and may use the terminology of "last board", or "future boards", there's still no rule against access to past minutes by present members.

 

29 minutes ago, Joshua Katz said:

I'm not sure I'd agree with this as a general statement, although analyzing it would take us out of parliamentary procedure.

Joshua, it seems to me new board members must have access to the minutes, otherwise, with the passage of time, everything that "old boards" did in executive session would be forever locked in secrecy and "new" boards and board members would not be able to view them.  I don't think that is what RONR contemplates with the secrecy of an executive session and the rule on minutes of an executive session.

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Of course - if the new board is the board of the same organization.  In most instances, even if the organization reorganizes its structure, whatever is the parallel structure to the one that produced the minutes will need to have access to them.  But I can't endorse this as an absolute statement, because I'm not sure it will be true in all cases - considering cases where, in some sense, the old organization ceases to exist.  In some variations of mergers, consolidations, dissolutions, and other changes of form, I think the answer may very well be that there is no direct successor to the old board and, hence, no one with the right to access them.  But, as I said, this is carrying us into corporate law and related topics, not parliamentary procedure.  I think the claim is largely true, but I am not sure it stands in all cases.

Of course, in the easy case, where the organization continues as a going concern, it cannot lock some of its decisions away from the new leadership.

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thank you for the guidance, the lawyers, said that in executive session do not take any notes / minutes if its learned that those documents exist, it could become a liability and be used against the organization. Point blank he said the secretary leaves the pencil and pad out of the room. no proof no liability.

Robert

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21 minutes ago, Robert Dingus said:

thank you for the guidance, the lawyers, said that in executive session do not take any notes / minutes if its learned that those documents exist, it could become a liability and be used against the organization. Point blank he said the secretary leaves the pencil and pad out of the room. no proof no liability.

Robert

If your organization's lawyers have given your organization legal advice concerning any matter, no one here on this forum is in position to dispute it.

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On 10/23/2017 at 9:07 PM, Joshua Katz said:

Of course - if the new board is the board of the same organization.  In most instances, even if the organization reorganizes its structure, whatever is the parallel structure to the one that produced the minutes will need to have access to them.  But I can't endorse this as an absolute statement, because I'm not sure it will be true in all cases - considering cases where, in some sense, the old organization ceases to exist.  In some variations of mergers, consolidations, dissolutions, and other changes of form, I think the answer may very well be that there is no direct successor to the old board and, hence, no one with the right to access them.  But, as I said, this is carrying us into corporate law and related topics, not parliamentary procedure.  I think the claim is largely true, but I am not sure it stands in all cases.

Of course, in the easy case, where the organization continues as a going concern, it cannot lock some of its decisions away from the new leadership.

What I was referring to was the situation where a board, via routine elections, replaces a specified fraction of its membership, and afterwards calls a "Reorganization Meeting", at which it typically elects its officers, reaffirms its policy manual, legal address, and a variety of similar boilerplate resolutions.  This is also the time when the president if authorized, reappoints standing committees.

It was not my intention to address other types of reorganization, acquisition, or dissolution.

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18 minutes ago, Gary Novosielski said:

What I was referring to was the situation where a board, via routine elections, replaces a specified fraction of its membership, and afterwards calls a "Reorganization Meeting", at which it typically elects its officers, reaffirms its policy manual, legal address, and a variety of similar boilerplate resolutions.  This is also the time when the president if authorized, reappoints standing committees.

 

Then I agree.

 

52 minutes ago, Robert Dingus said:

thank you for the guidance, the lawyers, said that in executive session do not take any notes / minutes if its learned that those documents exist, it could become a liability and be used against the organization. Point blank he said the secretary leaves the pencil and pad out of the room. no proof no liability.

 

The attorney here is giving legal advice which impinges on parliamentary procedure.  So far as RONR is concerned, the minutes exist and are only available to those who are members of the body meeting.  Subpoenas are outside the scope of parliamentary law.  Note, though, that your attorney is not saying that a statute requires you not to keep minutes; he's suggesting you not keep minutes (all professional employees give suggestions; you don't answer to your employees) to avoid creating evidence.  It seems to me that, while you should follow your attorney's advice, if it conflicts with your parliamentary authority and is not based on an applicable procedural law, you will need to adopt a special rule of order or bylaw to do so.

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Agreeing with the previous posters, I will say simply that the procedure being advocated by the lawers is not the procedure spelled out in RONR.  It's ultimately up to your organization to decide how to handle it.    RONR calls for minutes to be kept of all meetings, including those held in executive session.  Perhaps for some sort of liability reasons, the lawyer(s) doesn't want a record to exist of what was done in executive session. 

Speaking personally, I would be concerned if an organization I belong to is making decisions in secret and doesn't want any record of those decisions to exist.  It seems to me, speaking personally again and without even pretending to give legal advice, that if I was the president (or any other officer) of an organization,  I would want a record backing up my authorization to take or not take certain actions.  I'm afraid I could find myself in a world of hurt if there is no record of me ever having been authorized to take whatever action I took on behalf of the organization.  You might double check with the attorneys on that point.  And re-read, very carefully, the provisions in RONR regarding minutes of meetings in general and of executive sessions in particular.

Something to think about:  Is your organization doing things it shouldn't be doing?  Or not doing things it should be doing?

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4 minutes ago, Richard Brown said:

Agreeing with the previous posters, I will say simply that the procedure being advocated by the lawers is not the procedure spelled out in RONR.  It's ultimately up to your organization to decide how to handle it.    RONR calls for minutes to be kept of all meetings, including those held in executive session.  Perhaps for some sort of liability reasons, the lawyer(s) doesn't want a record to exist of what was done in executive session. 

I wonder if the attorney’s concern is based on the fact that most assemblies put far too much information in their minutes. Meetings held in executive session generally are held to discuss very sensitive topics. If the Secretary recorded the discussions from such a meeting, rather than merely the decisions (as RONR suggests) I would be concerned too.

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1 hour ago, Josh Martin said:

I wonder if the attorney’s concern is based on the fact that most assemblies put far too much information in their minutes. Meetings held in executive session generally are held to discuss very sensitive topics. If the Secretary recorded the discussions from such a meeting, rather than merely the decisions (as RONR suggests) I would be concerned too.

I agree and, of course, it would not require a special rule of order to follow the rules when taking minutes - even if the organization routinely violates them in its ordinary minutes.

Last year there was a major news story about a campus organization (I think at UCLA) which made its minutes into a transcript, and got into a lot of trouble for the reason it made a decision.

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