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Guest Rory

Can a board vote to exclude a fellow board member from executive session?

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Guest Rory

Can board members going into executive session vote to exclude one of their own members if that person is perceived to be a potential confidentiality risk? 

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Generally, one of the rights of membership is to attend meetings. So, no, you cannot exclude a member of the board from attending a meeting of the board.

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Guest Zev

A workaround can be accomplished by the board appointing a special committee consisting of all members of the board minus the person in question.

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44 minutes ago, Guest Zev said:

A workaround can be accomplished by the board appointing a special committee consisting of all members of the board minus the person in question.

I'm not sure how much of a workaround it is, since the board cannot empower the committee to act in its name, therefore the matter will be coming back up in a board meeting if final action is necessary and the member in question cannot be excluded from a meeting of the board.

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Guest Zev
2 hours ago, George Mervosh said:

I'm not sure how much of a workaround it is, since the board cannot empower the committee to act in its name, therefore the matter will be coming back up in a board meeting if final action is necessary and the member in question cannot be excluded from a meeting of the board.

The entire paragraph in question is:

Quote

 

Bodies Subordinate to a Board

As a general principle, a board cannot delegate its authority -- that is, it cannot empower a subordinate group to act independently in its name -- except as may be authorized by the bylaws (of the society) or other instrument under which the board is constituted; but any board can appoint committees to work under its supervision or according to its specific instructions. Such committees of the board always report to the board.

 

RONR 11th edition, page 484-485.

I would check the bylaws to verify if the board could or not perform such an act. However, the OP did not tell me what action, if any, they contemplated, but only wanted to know if they could meet without the presence of the person in question. As Mr. Brown has suggested in a similar thread, another option would be to attempt to remove the person from the board. Nevertheless I agree that the board's options are few. 

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8 hours ago, Guest Rory said:

Can board members going into executive session vote to exclude one of their own members if that person is perceived to be a potential confidentiality risk? 

No.

Members' rights may not be abridged, except by formal disciplinary procedures. There may be rules in your bylaws, and if not, there is Chapter XX (20) in RONR.

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