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Special Called Board Meetings


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If our Board chair calls a special meeting to discuss a matter, is the special meeting considered an Executive Session and would the Secretary take minutes? Does the special called meeting have to be announced to the public like a regularly scheduled meeting? Can Board members only attend the meeting (as opposed to an executive assistant who would normally attend to record the minutes for the secretary to sign.)?

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Minutes are taken of all meetings, regular or special, in or out of executive session.  

According to RONR, special meetings can only be called according to the procedures in your bylaws.  If the board chair has that power, then he can "properly call" a special meeting by following the rules with respect to advanced notice, etc.   All members of the body that is to meet must be notified.  Notification of "the public" would be highly unusual for a private society.  And for a public body, there will be rules outside RONR that apply, so I can't answer that.  The call of the meeting must clearly describe the business that is to be conducted, and nothing beyond that mentioned in the call may be considered at the special meeting.

The meeting could be conducted in executive session if appropriate--a motion, a second, and a majority vote are required.  The minutes would be taken, and would be approved at the next regular meeting (presumably in executive session).  Only board members would have the right to attend, but (a majority of) the board is free to invite whomever they wish to attend.  Enforcing confidentiality on such visitors might be problematic to a greater or lesser extent--greater if, say, the press were invited, and lesser if, say, an employee were invited.

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