Special Executive Board Meeting

[Guest lindag]

Recently, our cooperative board held a Special Executive Meeting to discuss pending litigation against us.  This was a teleconference meeting with four board members in attendance, five via phone, and an attorney via phone.   Our office person was also there and recorded the meeting.   She wrote detailed "he said"  "she said" minutes (4 pages) and submitted them to the board.  As board secretary, I rewrote the minutes stating the major points (motions) and decisions reached.  Our office person disagrees and has registered a complaint with the rest of the board.  She is saying that the minutes do not have to be approved so they will not ever have to be made public and her detailed account is what is needed.

My questions are: 

1.  Do the minutes of this meeting need to be approved?  If so, how/when?   

2.  According to RONR p. 460, members have the right to examine the minutes of an executive session.  Am I correct in my thinking that these minutes are not posted but shareholders can request to see these minutes?

 

[Joshua Katz]

27 minutes ago, Guest lindag said:

1.  Do the minutes of this meeting need to be approved?  If so, how/when?   

 

Yes, in another executive session held for that purpose. And the minutes of that executive session, presumably short, can be approved in the very same session.

28 minutes ago, Guest lindag said:

 2.  According to RONR p. 460, members have the right to examine the minutes of an executive session.  Am I correct in my thinking that these minutes are not posted but shareholders can request to see these minutes?

 

I'm going to refrain from answering this one since it seems there are some corporate law complications which could change the answer. For corporate law questions you'll need to speak with an attorney.

Regarding the "office person" - is this person a member, an employee, or what? If an employee, you might remind her that employees who try to order their employers around aren't always popular.

[Gary Novosielski]

36 minutes ago, Guest lindag said:

Recently, our cooperative board held a Special Executive Meeting to discuss pending litigation against us.  This was a teleconference meeting with four board members in attendance, five via phone, and an attorney via phone.   Our office person was also there and recorded the meeting.   She wrote detailed "he said"  "she said" minutes (4 pages) and submitted them to the board.  As board secretary, I rewrote the minutes stating the major points (motions) and decisions reached.  Our office person disagrees and has registered a complaint with the rest of the board.  She is saying that the minutes do not have to be approved so they will not ever have to be made public and her detailed account is what is needed.

My questions are: 

1.  Do the minutes of this meeting need to be approved?  If so, how/when?   

2.  According to RONR p. 460, members have the right to examine the minutes of an executive session.  Am I correct in my thinking that these minutes are not posted but shareholders can request to see these minutes?

 

1.   Yes, see J. Katz's answer.  They are approved in secret  (closed or 'executive' sesson), and their contents remain secret unless and until the board decides otherwise.

2.  The right to see the minute refers to members of the body whose minutes these are, viz. the board.  For instance, a member of the board who had the right to be present but did not attend has the right to see (and approve) the minutes of that meeting.  It does not mean that any member of the organization can see the minutes (at least as far as RONR is concerned.  See disclaimer below).

You are correct about what the minutes should contain.  Discussion should not be included.  That does not mean that the office person's contemporaneous notes may not prove valuable, and she should not destroy them, but that doesn't mean that any of that information belongs in the minutes.

 

[Atul Kapur]

First, I share Mr. Katz's disclaimer that there is likely legislation that applies here and you should consult an attorney. I'll reinforce it by saying that if litigation is involved or expected, that's all the more reason to consult an attorney about this record.

9 minutes ago, Gary Novosielski said:

It does not mean that any member of the organization can see the minutes (at least as far as RONR is concerned.  See disclaimer below).

Well any single member (who is not a member of the board) cannot just demand to see the minutes. However, "A record of the board’s proceedings should be kept by the secretary, just as in any other assembly; these minutes are accessible only to the members of the board unless the board grants permission to a member of the society to inspect them, or unless the society by a two-thirds vote (or the vote of a majority of the total membership, or a majority vote if previous notice is given) orders the board’s minutes to be produced and read to the society’s assembly." (RONR 11th ed., p. 487, lines 13-20)

As these are minutes in executive session, if the society's assembly orders the board minutes to be read to the assembly, that should also be done in executive session.