Executive Meeting

[Guest Dakota]

In an executive session can members be removed and a vote cast when members removed are not stated in the resolution? 

[Guest Zev]

What is the objective and are you trying to help it along or are you trying to stop it? Can you elaborate a little bit? I figure that it involves an executive session but the rest I do not follow.

[Richard Brown]

I don't understand this situation either. Guest Dakota, please elaborate.

[Guest Dakota]

Well it is a difficult situation in general. A board was put over a property and either the board would have to pay for the expenses or agree to place someone on the property to take on costs. That nonprofit organization’s board has multiple extended family members on it for different reasons along with other people within the organization. One of the family members was suggested to move on and take over responsibility for the property if that is the route the board decided to take. The board moved to move into executive session and removed all family members as a “conflict of interest”. However the topic of whether that person would take on the property was a separate discussion from whether or not the board would pay for the property or have an individual take it on.My question then is, can they truly kick out multiple members of the board in that manner whenever none of them were personally mentioned in the resultion. It should be noted that no member of the family was invited to speak during this session or allowed to vote. 

[Atul Kapur]

RONR says that no member of a group can be prevented from voting. The exception is disciplinary proceedings, which doesn't sound like it applies at all here.

I still don't have a clear understanding of your exact situation, so I will add the caution that legislation may apply and may give a different answer than the one in RONR.

[Guest Zev]

If I understand this correctly it appears as though the board of this nonprofit is given the option of buying or not a property and the board is trying to decide what to do. I fail to see any conflict of interest just because several board members have relatives on the same board. Why these related members where excluded from the meeting makes no sense given these facts. At the next meeting I would raise a Point Of Order to the issue of the exclusion of several board members and request the chairman issue a ruling that the previous vote was null and void due to the exclusion, and have the full board move, discuss, and vote anew on what disposition they wish to take regarding this property.

[Richard Brown]

Guest Dakota, I don't have time now for an extended answer, but I think I can safely say that what is concernnig us is the exclusion of certain board members from participating in the meeting.  That is the issue we are concentrating on and is what we might need more information on.  The basis of the dispute doesn't really concern us or is at best secondary.  A board cannot normally prohibit certain of its members from participating in a meeting or a decision.  We need to more about the circumstances surrounding the exclusion of these members.  How  it happened, what was said, what the official reason is for the exclusion, etc.

[Gary Novosielski]

<deleted>

Edited August 15, 2019 at 10:22 PM by Gary Novosielski

[Atul Kapur]

39 minutes ago, Richard Brown said:

We need to more about the circumstances surrounding the exclusion of these members. 

I'm curious, Richard. What circumstances or facts would result in a different answer under RONR?

[Guest Dakota]

Let me elobarate some. This is a church board of trustees. An elderly lady was donating property with the understanding the board would use the property as a caretaker facility for someone to live in, maintain the property as well as the camp it was connected to that the board is over. Board member, D, was associated with the lady and recommended to be the person to take over this responsibility. D agreed to take on the position if the board decided to have someone live on the property. The board however was in an ongoing debate as to if they were going to have one person stay on the property for an extended time or have several vacation renters come on the property against the intent of the donated property. On the day of one of the board meetings the elderly lady was invited to join the meeting as well as relates of hers with the agreement of the chairman for the lady and eldest child to speak. Board member B who was related to board member D had also asked the chairman beforehand to be allowed time to share research they had found following a list of concerns the board had presented in a previous meeting. At the opening of the board meeting that day a member moved that the board move into executive session and all those associated be removed from the room. The motion was seconded and muttered “ayes” followed. When asked what this meant by member B they were told the lady, her family and anyone related to member D be removed from the room as a contrast of interest. The lady, her family, member B, member D, and board member F were removed from the room as the executive session began. Later the three related board members, the lady, and only her daughter were invited in. The board informed them all of the desicion made. After the elderly lady and her daughter left the room the motion was made to exit executive session and passed. 

[Gary Novosielski]

Members cannot vote to exclude other members from a meeting based on so-called "contrast [sic] of interest".  If members were excluded then any vote taken which could have been affected by their votes would be null and void.

I'm surprised they left.  I wouldn't.

[Guest Dakota]

 

Gary Novosiski is this stated anywhere in Robert’s Rules of Order or is it just that there’s a lack of such an exception? 

[Guest Zev]

Quote

REMEDY FOR VIOLATION OF THE RIGHT TO VOTE. If one or more members have been denied the right to vote, or the right to attend all or part of a meeting during which a vote was taken, it is never too late to raise a point of order concerning the action taken in denying the basic rights of the individual members -- and if there is any possibility that the member's vote(s) would have affected the outcome, then the results of the vote must be declared invalid if the point of order is sustained. If there is no such possibility, the results of the vote itself can be made invalid only if the point of order is raised immediately following the chair's announcement of the vote. If the vote was such that the number of members excluded from participating would not have affected the outcome, a member may wish, in the appropriate circumstances, to move to Rescind/Amend Something Previously Adopted (35), to move to Reconsider (37), or to renew a motion (38), arguing that comments in debate by the excluded members could have led to a different result; but the action resulting from the vote is not invalidated by a ruling in response to the point of order.

RONR 11th edition, page 252.

[Josh Martin]

5 hours ago, Guest Dakota said:

Gary Novosiski is this stated anywhere in Robert’s Rules of Order or is it just that there’s a lack of such an exception? 

In addition to Zev’s citation, see this:

“ABSTAINING FROM VOTING ON A QUESTION OF DIRECT PERSONAL INTEREST. No member should vote on a question in which he has a direct personal or pecuniary interest not common to other members of the organization. For example, if a motion proposes that the organization enter into a contract with a commercial firm of which a member of the organization is an officer and from which contract he would derive personal pecuniary profit, the member should abstain from voting on the motion. However, no member can be compelled to refrain from voting in such circumstances.” (RONR, 11th ed., pg. 407)

So RONR makes it clear that a member cannot even be prevented from voting on the basis of a personal or pecuniary interest, let alone kicked out of the room.

[Gary Novosielski]

Thank you both for your timely citations.