Releasing of Executive Meeting Minutes

[Jim.bunger]

I am sure this has been asked in the past but I am looking for the clearest answer possible per Robert's rules on the minutes of an executive meeting.

To bring you up to speed, we held an executive meeting in November of 2019 for our non profit organization. During the meeting we only held discussions, no actions were taken. The discussion was about actions of a board member, the minutes reflect conversation of what was discussed. (I now know discussion should not be in the minutes, however that's what the minutes currently reflect) The meeting was held with our 4 executives and 1 board consultant and the party of discussion, this party is a current sitting non voting board member, but not an executive.

As the board secretary, I have a request from the said party for the minutes of the executive meeting, they gave me 24 hours to comply. I, however, had replied that until I know with 100% certainty that it is within the Robert's rules, and our state law that this is something I can release, that I will not release the minutes. I do not want to put anyone or our organization at risk over this.

 

Reading Robert's rules I have found the following and quoted them in my reply email to the party:

RONR (11th ed.), p. 96, ll. 6-16 "A member of a society can be punished under disciplinary procedure if he violates the secrecy of an executive session. Anyone else permitted to be present is honor-bound not to divulge anything that occurred. The minutes, or records of proceedings, of an executive session must be read and acted upon only in executive session, unless that which would be reported in the minutes--that is, the action taken, as distinct from that which was said in debate-- was not secret, or secrecy has been lifted by the assembly. When the minutes of the executive session must be considered for approval at an executive session held solely for that purpose, the brief minutes of the latter meeting are, or are assumed to be, approved by that meeting"

RONR (11th ed.), p. 460, ll.13-20--"Any member has a right to examine these reports and the record book(s) referred to on page 459, lines 13-16, including the minutes of an executive session, at a reasonable time and place, but this privilege must not be abused to the annoyance of the secretary. The same principle applies to records kept by boards and committees, these being accessible to members of the boards or committees but to no others (but see p. 487, ll. 13-20)"..."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."

Now I find these two statements a little contradicting, however from the second section, I am reading this as I may meet with the party in person and let them examine the minutes but not to get a record of said minutes. I have also not heard directly if this party may also have violated the first statement by talking to another member of the organization, but they may have.

 

What are your thought's on this?

Another source I am going to look at for assistance on this is our local secretary of state's office with the question of our states legality of executive sessions and the minutes of such in a non profit organization.

 

Thank you for any help/guidance.

*Edit

I should also include that our organizations by-laws do not reflect what should transpire here in either the main by laws or amendments and our boards procedures.

Edited February 12, 2020 at 03:52 AM by Jim.bunger

[Joshua Katz]

19 minutes ago, Jim.bunger said:

To bring you up to speed, we held an executive meeting in November of 2019 for our non profit organization. During the meeting we only held discussions, no actions were taken. The discussion was about actions of a board member, the minutes reflect conversation of what was discussed. (I now know discussion should not be in the minutes, however that's what the minutes currently reflect)

They could be amended.

19 minutes ago, Jim.bunger said:

The meeting was held with our 4 executives and 1 board consultant and the party of discussion, this party is a current sitting non voting board member, but not an executive.

Do your bylaws define non voting board members?

20 minutes ago, Jim.bunger said:

As the board secretary, I have a request from the said party for the minutes of the executive meeting, they gave me 24 hours to comply. I, however, had replied that until I know with 100% certainty that it is within the Robert's rules, and our state law that this is something I can release, that I will not release the minutes. I do not want to put anyone or our organization at risk over this.

Well, you're not going to get an answer here on state law. As far as RONR, members have a right to view minutes of meetings of the assembly of which they are members. It seems to me that this was a meeting of an assembly of which this individual is not a member. Thus, it is up to that assembly (not you) to decide about providing those minutes. As far as executive session goes, this person was in the executive session, and so is within the cone of silence, so to speak. Note: the membership (not a member, but the membership) can direct the board to produce its minutes.

 

23 minutes ago, Jim.bunger said:

Now I find these two statements a little contradicting, however from the second section, I am reading this as I may meet with the party in person and let them examine the minutes but not to get a record of said minutes. I have also not heard directly if this party may also have violated the first statement by talking to another member of the organization, but they may have.

 

No. Look again at this language:

23 minutes ago, Jim.bunger said:

Any member has a right to examine these reports and the record book(s) referred to on page 459, lines 13-16, including the minutes of an executive session, at a reasonable time and place, but this privilege must not be abused to the annoyance of the secretary.

First of all, a demand to provide them within 24 hours does not meet this description. But more to the point, it's any member - member of the assembly that met, that is.

See:

24 minutes ago, Jim.bunger said:

The same principle applies to records kept by boards and committees, these being accessible to members of the boards or committees but to no others (but see p. 487, ll. 13-20)"..."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."

 

24 minutes ago, Jim.bunger said:

Another source I am going to look at for assistance on this is our local secretary of state's office with the question of our states legality of executive sessions and the minutes of such in a non profit organization.

 

The source you should consult on legality, in my opinion, is a lawyer with expertise in the relevant area.

[Jim.bunger]

21 minutes ago, Joshua Katz said:

They could be amended.

We have discussed this, but to not look like we are hiding something, we may do so at a later date.

21 minutes ago, Joshua Katz said:

Do your bylaws define non voting board members?

Yes, our by-laws define this.

21 minutes ago, Joshua Katz said:

Well, you're not going to get an answer here on state law. As far as RONR, members have a right to view minutes of meetings of the assembly of which they are members. It seems to me that this was a meeting of an assembly of which this individual is not a member. Thus, it is up to that assembly (not you) to decide about providing those minutes. As far as executive session goes, this person was in the executive session, and so is within the cone of silence, so to speak. Note: the membership (not a member, but the membership) can direct the board to produce its minutes.

Correct, I stated that as a broad statement that I am looking at all avenues to make sure the board and organization comply both by legal grounds and by RONR.

To clarify what you are stating is an assembly, is each assembly different? i.e Executive board, Regular board.

The individual  is not a member of the executive board but is a member of the regular board, however the individual was at that executive meeting.

And yes I believe that is stated well in RONR that the membership of the organization by 2/3 vote can direct the board to produce the regular minutes or the executive minutes.

21 minutes ago, Joshua Katz said:

First of all, a demand to provide them within 24 hours does not meet this description. But more to the point, it's any member - member of the assembly that met, that is.

 

Member of the assembly being one of the 4 executives correct?

 

Thank you for the help in breaking this down. It is much appreciated, this i believe is a first for our board so learning how to handle this is something that will be passed down among our board members on how to handle situations like this.

 

Edited February 12, 2020 at 03:39 AM by Jim.bunger

[Josh Martin]

2 minutes ago, Jim.bunger said:

The individual  is not a member of the executive board but is a member of the regular board, however the individual was at that executive meeting.

Thank you. Based on these facts, this person does not have a right to view the minutes. Only a member of the executive board has a right to view minutes of executive board meetings.

I hope this episode also teaches you all a lesson about the dangers of putting discussion in the minutes.

[Atul Kapur]

I don't see anything in the OP to say that this was in executive session. There is a difference between executive meetings (a meeting of the executive committee or executive board) and an executive session, where the proceedings are secret.

[Josh Martin]

1 minute ago, Atul Kapur said:

I don't see anything in the OP to say that this was in executive session. There is a difference between executive meetings (a meeting of the executive committee or executive board) and an executive session, where the proceedings are secret.

My response remains the same whether or not the meeting was in executive session.

[Jim.bunger]

1 minute ago, Atul Kapur said:

I don't see anything in the OP to say that this was in executive session. There is a difference between executive meetings (a meeting of the executive committee or executive board) and an executive session, where the proceedings are secret.

This was an executive meeting between the Pres. , Vice Pres. Sec. and Treas. it included our board consultant, and the party involved in the discussion.

[Jim.bunger]

8 minutes ago, Josh Martin said:

Thank you. Based on these facts, this person does not have a right to view the minutes. Only a member of the executive board has a right to view minutes of executive board meetings.

I hope this episode also teaches you all a lesson about the dangers of putting discussion in the minutes.

This has been the general consensus among our executive board, I just needed some way to confirm it so if this member keeps up the shenanigans, we have some way to hold our ground.

As to the minutes portion, yes I am bringing this to our regular board and executive board about how the minutes will be handled in the future.

 

Thank you for the help everyone.

Edited February 12, 2020 at 03:52 AM by Jim.bunger

[Joshua Katz]

13 minutes ago, Jim.bunger said:

To clarify what you are stating is an assembly, is each assembly different? i.e Executive board, Regular board.

 

Each assembly is separate, yes. Assuming, that is, each actually exists per your bylaws. Sometimes we get questions that reference these entities, but it turns out they do not exist, they're just, say, a bunch of officers calling themselves a board and presuming to hold meetings.

14 minutes ago, Jim.bunger said:

The individual  is not a member of the executive board but is a member of the regular board, however the individual was at that executive meeting.

 

If this was a meeting of the executive board, and he is not a member of that, then he was a guest. On a side note, unless your organization has rules on the matter, if this was a disciplinary process is needed to be conducted by the membership.

15 minutes ago, Jim.bunger said:

Member of the assembly being one of the 4 executives correct?

 

If your executive board has 4 members, then yes.

 

9 minutes ago, Atul Kapur said:

I don't see anything in the OP to say that this was in executive session. There is a difference between executive meetings (a meeting of the executive committee or executive board) and an executive session, where the proceedings are secret.

Good point. But this is the unusual case where, as I see it, it doesn't matter. If they were in executive session, nothing changes, since this individual was included. But he still has no right to the minutes since he is not a member.

[Jim.bunger]

Thank you everyone for the assistance in clearing this up. I will report this to our executives so that we can all learn a strong lesson here.

 

 

[Atul Kapur]

16 minutes ago, Atul Kapur said:

I don't see anything in the OP to say that this was in executive session. There is a difference between executive meetings (a meeting of the executive committee or executive board) and an executive session, where the proceedings are secret.

 

13 minutes ago, Josh Martin said:

My response remains the same whether or not the meeting was in executive session.

Mr. Katz had commented on the rules of executive session.

 

14 minutes ago, Jim.bunger said:

This was an executive meeting between the Pres. , Vice Pres. Sec. and Treas. it included our board consultant, and the party involved in the discussion.

That does not mean it was in executive session.

[Joshua Katz]

3 minutes ago, Atul Kapur said:

Mr. Katz had commented on the rules of executive session.

 

Yes, I apparently saw something that wasn't there. But luckily managed to get it right anyway! That's how I got through grad school for the most part.

[Richard Brown]

32 minutes ago, Jim.bunger said:

This was an executive meeting between the Pres. , Vice Pres. Sec. and Treas. it included our board consultant, and the party involved in the discussion.

 

18 minutes ago, Atul Kapur said:

That does not mean it was in executive session.

Mr. Bunger, it may or may not change anything, but please clarify whether this meeting was in “executive session”.  An executive meeting (a meeting of executives) may or may not be in “executive session” (meaning a meeting in which the proceedings are secret). It defines the type of meeting, not the type people who attend. Another term sometimes used for an executive session is an “in camera” meeting.

The distinction can be important because if the meeting was genuinely in executive session, the proceedings are secret and participants, with only a few exceptions, may not disclose to others what transpired in the meeting. However, if the meeting was not in executive session, the participants are free to discuss what happened with anyone they want to. In addition, any member with a copy of the minutes is free to provide a copy to the person who is requesting a copy.

[Jim.bunger]

I will verify tomorrow and report back. 

[Richard Brown]

13 hours ago, Jim.bunger said:

I will verify tomorrow and report back. 

Mr. Bunger, you might keep in mind that an "after the fact" determination by someone or even all of the people who attended the meeting that the meeting was in executive session and that the proceedings are secret will not suffice for changing the nature of the meeting from a regular meeting to one held in executive session.  The decision to go into executive session must be made PRIOR to entering executive session.   It may... or may not... be possible for your membership or board to adopt a valid and enforceable motion after the fact to prohibit disclosing what transpired at the executive session, but it is highly unlikely that any one person, such as the president, has the authority to do so.  Requests to keep things confidential may of course be made, but they are just that: requests. 

You might look at the following pages in RONR for more information on executive sessions:  95-96, 229-230, and 644-645.