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In Camera - process to enter and record minutes


ACOB54

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3 minutes ago, ACOB54 said:

Occasionally the Board of Directors will have a sensitive item for discussion and chooses to move "in camera".  How is the outcome documented?  Should the secretary take minutes during the In Camera session?  If yes, to whom should they be distributed.

Minutes are taken in Executive Session.  There is no requirement to distribute them but you do it would be distributed to only those entitled to attend it. 

RONR notes that: 

"The minutes, or record of proceedings, of an executive session must be read and acted upon only in executive session, unless that which would be reported in the minutes—that is, the action taken, as distinct from that which was said in debate—was not secret, or secrecy has been lifted by the assembly"  RONR (11th ed.), p. 96

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Agreeing with Mr. Mervosh, the minutes of the meeting witch is going into executive session should say something to the effect that "On motion of Mr. Smith, the board went into executive session at 7:20 p.m.." If it is desired that the reason for the executive session be stated, that is permissible and you could use additional language that says " to discuss the qualifications of the applicants for executive director". The time that the meeting went into executive session should probably be noted. When the assembly returns from the executive session, the minutes could read simply "The board ended the executive session at 7:25 p.m." 

If no further business was conducted and the meeting simply adjourned, then the minutes would say simply, "the meeting adjourned at 7:25 p.m."

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6 hours ago, ACOB54 said:

Occasionally the Board of Directors will have a sensitive item for discussion and chooses to move "in camera".  How is the outcome documented?  Should the secretary take minutes during the In Camera session?  If yes, to whom should they be distributed.

You'll find the rules applying to "in camera" sessions in RONR under its more common name, Executive Session.

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2 minutes ago, Sid Grice said:

For clarification purposes; Is the term "in camera" session being substituted for Executive Session? 

Probably. It is a term that is used fairly often.

3 minutes ago, Sid Grice said:

or could it be used as a substitute for Committee of the Whole 

No. 

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2 hours ago, ACOB54 said:

I have additional questions:

a. Can a motion be voted on in camera (Executive Session)?
b. How should the in camera (Executive Session) appear on the agenda and minutes? General title and generalized outcome?
c. Going in and out of in camera (Executive Session) requires a mover and 2nd only?
 
Thank you.

A.) Yes.

B.) There is no need for an executive session to be on the agenda at all, but if it is included on the agenda, the agenda could simply say “Executive Session.” The minutes would note the time at which the assembly entered and exited executive session. If the board, by rule or custom, generally makes its minutes available to those who are not members of the board, the minutes of the executive session itself should be kept separately, and would include the maker of the motion, the exact wording of the motion, the disposition of the motion (such as whether it was adopted or lost, if a final vote on it was taken), and the vote count, if the vote was counted.

C.) No, it requires a majority vote or unanimous consent.

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For b), it is the practice of one organization I served with to have a public agenda which only mentions that there will be an executive session, but the agenda packages distributed to the members also include a separate section containing an agenda for the executive session. The minutes were done in the same way.

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  • 1 year later...
17 minutes ago, Guest Cindy said:

Should Directors  approve minutes from executive session even though there is only ‘Legal Matter’ as item on Agenda and no  executive minutes are provided

Yes, but the minutes of the executive session should be kept separate from the minutes of a regular session and normally would be approved only in executive session unless they can be approved without any discussion or that which is being reported in the minutes is not secret.

See section 9:26 Of the 12th edition for more information on approving the minutes of an executive session.

Edited by Richard Brown
Edited first paragraph and added last paragraph
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