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


Guest Rory
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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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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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  • 1 year later...

I do not have a copy of Robert's Rule of Order, but the Board met to talk about me, vote on recommendations asking me to step down and I was not invited to the Zoom meeting and will not be invited to the next Zoom meeting.  I am officially on the board. Can someone give me an online link?  From what I read here, I must be invited.  Does that make the meeting null and void.

HJ

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19 minutes ago, Guest FHJ said:

I do not have a copy of Robert's Rule of Order, but the Board met to talk about me, vote on recommendations asking me to step down and I was not invited to the Zoom meeting and will not be invited to the next Zoom meeting.  I am officially on the board. Can someone give me an online link?  From what I read here, I must be invited.  Does that make the meeting null and void.

HJ

This probably needs to be moved to a new thread.

That said, my first question is whether or not the bylaws of your organization even allow electronic meetings or not.  RONR requires that bylaws specifically permit them in order for them to be valid meetings.  Moreover, the basic characteristics of online meetings are such that additional rules of order are probably needed.  Unfortunately, my copy of the 12th edition is in the mail, and I am informed that there is more guidance than was in the 11th.

Next, in order for a meeting to be valid, proper notice of the meeting must have been sent to all members.  If you were not given proper notice, then there was no valid meeting.

Also, as mentioned in the thread, the right to attend meetings is a fundamental right of membership, and can only be abridged by the formal procedures outlined in the chapter on discipline.  Given that this is being handled in a meeting to deal with a matter which occurred entirely during the meeting itself, the required process deliberately shadows that of the criminal justice system in the US.  One key difference is that the member on trial has a right to debate and vote on their question of their own discipline.

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2 hours ago, Guest FHJ said:

Can someone give me an online link?

Probably not, and if anyone does, it will not be to the current edition of RONR.  The only online edition is the 4th edition which was published 105 years ago.  The current edition is the 12th edition which was published in August of this year.  It is not available online, but it is available as a Kindle book from Amazon if you need something in a hurry.

I do not have the 12edition in front of me at the moment to give you a citation to it, but if someone doesn't come along soon with one,  I'll come back with a couple of citations later. 

Edited to add:  I started an answer to Guest FHJ's other questions, but accidentally deleted that content.  I'll try again in a few minutes. I agree with the first part of Mr. Zook's response, but I don't follow the last part of his last paragraph regarding a comparison to the criminal justice system.  As a member of the board, you have the right to receive notices of its meetings and to attend them.

 

 

Edited by Richard Brown
Addded last paragraph
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I do not have a copy of Robert's Rule of Order, but the Board met to talk about me, vote on recommendations asking me to step down and I was not invited to the Zoom meeting and will not be invited to the next Zoom meeting.  I am officially on the board. Can someone give me an online link?  From what I read here, I must be invited.  Does that make the meeting null and void.

HJ

Thanks to all who gave their opinion to my question.  It seem a member of a Board can not be "locked out", by failing to notify the board member.  All members must get the same notice.  Failure to notify a member with the purpose of excluding that member would be a gross violation of Robert's Rules.

 

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On 10/22/2020 at 5:01 PM, Guest FHJ said:

I do not have a copy of Robert's Rule of Order, but the Board met to talk about me, vote on recommendations asking me to step down and I was not invited to the Zoom meeting and will not be invited to the next Zoom meeting.  I am officially on the board. Can someone give me an online link?

The text of the current edition of Robert's Rules of Order is not available online. Here is a link with purchase information: https://robertsrules.com/purchase/ Citations for this particular question are provided below.

"A special meeting (or called meeting) is a separate session of a society held at a time different from that of any regular meeting, and convened only to consider one or more items of business specified in the call of the meeting. Notice of the time, place, and purpose of the meeting, clearly and specifically describing the subject matter of the motions or items of business to be brought up, must be sent to all members a reasonable number of days in advance." RONR (12th ed.) 9:13, emphasis added

"If, instead, an organization follows the practice of scheduling the day, hour, or place of its regular meetings by resolution, notice (also referred to as the call of the meeting) must be sent to all members a reasonable time in advance of each regular meeting." RONR (12th ed.) 9:3, emphasis added

On 10/22/2020 at 5:01 PM, Guest FHJ said:

Does that make the meeting null and void.

Yes.

11 hours ago, Guest FHJ said:

Thanks to all who gave their opinion to my question.  It seem a member of a Board can not be "locked out", by failing to notify the board member.  All members must get the same notice.  Failure to notify a member with the purpose of excluding that member would be a gross violation of Robert's Rules.

Yes, this is correct.

Edited by Josh Martin
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