Executive session

[Guest Shane]

Who is allowed in an executive session?  I am under the impression that unless someone is needed for information then it is only supposed to be the board members. 

[George Mervosh]

4 minutes ago, Guest Shane said:

Who is allowed in an executive session?  I am under the impression that unless someone is needed for information then it is only supposed to be the board members. 

"Whenever a meeting is being held in executive session, only members of the body that is meeting, special invitees, and such employees or staff members as the body or its rules may determine to be necessary are allowed to remain in the hall."  RONR (11th ed.), p. 95

[Guest LM Gray]

I am a director in a 501-c-7, a social club (actually a national dog club) that is run by an elected board from and by the membership.  I've been told when in executive session all discussion is confidential.  I've also been told that any motion and vote action from that confidential discussion (but not discussed in the motion) should be given to the membership.  As an example, we are hiring a new attorney and the discussion was all done in Ex session.  There was a vote (and I don't remember if the vote was done in ex session) where all directors approved but one.  The one dissenting director wrote a letter of dissent which went nowhere because the motion and vote weren't released to the membership.

[Rob Elsman]

No rule in RONR (11th ed.) requires an assembly to take any action on a director's letter of dissent, whether or not the assembly is meeting in executive session.

[Josh Martin]

59 minutes ago, Guest LM Gray said:

I am a director in a 501-c-7, a social club (actually a national dog club) that is run by an elected board from and by the membership.  I've been told when in executive session all discussion is confidential.  I've also been told that any motion and vote action from that confidential discussion (but not discussed in the motion) should be given to the membership.  As an example, we are hiring a new attorney and the discussion was all done in Ex session.  There was a vote (and I don't remember if the vote was done in ex session) where all directors approved but one.  The one dissenting director wrote a letter of dissent which went nowhere because the motion and vote weren't released to the membership.

Everything that happens in executive session is confidential, including the motion and vote, except information the board has chosen to disclose. The board may choose to disclose certain information if it wishes, but it is not required to do so.

[Richard Brown]

Agreeing with the comments above by Mr. Elsman and Mr. Martin, it is sometimes necessary, as a practical matter, to disclose certain information to the membership. In this case, it seems to me pretty much essential to advise the membership that the organization has hired a new attorney. However, details as to why a new attorney has been hired do not need to be disclosed.

I agreethat there is no need to take any action at all on the letter from the director. However, if this organization is incorporated, I believe his dissent should either be noted in the minutes or his letter should remain on file, as some state Corporation laws provide that if a director dissents from certain action and if his dissent is noted in the minutes or on the record, he can sometimes be relieved of liability in the event of subsequent litigation. Without knowing the facts, it occurs to me that might have been the reason for his letter of dissent.