Executive Session Limitations

[Guest BoardPres]

Our board is having issues with one of our committees, which could possibly result in legal issues that may need to be addressed. However, one of our board members is also a member of this committee. Everything discussed in our public meetings is taken back and reported to their committee, where they then concoct plans to combat our board at every turn. If we need to assure that we can contain comments pertaining to our association with this committee, on matters that could potentially initiate legal issues, is our board able to discuss matters in executive session to negate the common member from sharing our discussion on dealing with these specific matters? Or, is there any guidelines limiting the board from excluding that individual from an executive session?

[Josh Martin]

15 minutes ago, Guest BoardPres said:

Our board is having issues with one of our committees, which could possibly result in legal issues that may need to be addressed. However, one of our board members is also a member of this committee. Everything discussed in our public meetings is taken back and reported to their committee, where they then concoct plans to combat our board at every turn. If we need to assure that we can contain comments pertaining to our association with this committee, on matters that could potentially initiate legal issues, is our board able to discuss matters in executive session to negate the common member from sharing our discussion on dealing with these specific matters? Or, is there any guidelines limiting the board from excluding that individual from an executive session?

If this person is a member of the board, he has a right to attend all meetings of the board, including those held in executive session. The board may still meet in executive session if it wishes to do so, but this member will be present.

[Chris Harrison]

However, if the member discusses with non-Board members what was said in Executive Session he could face disciplinary action (RONR p. 96 ll. 6-7).  Whether him being notified of this fact would prevent him from talking anyway is a whole other question.

[Guest Zev]

The board could appoint a special committee that included all the members minus the "troublemaker," unless your rules prohibit the board from appointing committees. You could also meet with the other members at the local watering hole and discuss the issue. Its called a caucus.

[Guest Who's Coming to Dinner]

2 hours ago, Chris Harrison said:

However, if the member discusses with non-Board members what was said in Executive Session he could face disciplinary action (RONR p. 96 ll. 6-7).  Whether him being notified of this fact would prevent him from talking anyway is a whole other question.

Then again, disciplinary action may possibly result in his removal from the Board and elimination of the leak.