What exactly is an executive board meeting

[Guest frfr]

So exactly is an Executive Board Meeting?

Our organization has a board of 12 but they have many (to an outside viewer) lots of executive board meetings where only President, VP, Sect and Treasurer are allowed, oh and the Director (hired and salaried).

[George Mervosh]

The type of meeting you describe sounds very much like an executive committee meeting:

" In a society where the board is large or its members must travel from a distance to meet, it is usual for the bylaws to establish an executive committee composed of a specified number of board members, which shall have all or much of the power of the board between meetings (just as the board has all or much of the power of the society between the society's meetings), but which cannot alter any decision made by the board (just as the board cannot alter any decision made by the society). The executive committee is thus in reality a "board within a board" and operates under the rules in this book applicable to boards rather than those applicable to committees. Usually the membership of the executive committee is specified in the bylaws, rather than being left to the choice of the full board. It is advisable that the executive committee be small and, unless it has been authorized to conduct electronic meetings (see pp. 97–99), that its members live near enough to each other to be able to hold frequent regular meetings and also special meetings when necessary. The executive secretary, if there is one, should work closely with the executive committee, but should be appointed by the parent body or at least by the board. A board cannot appoint an executive committee unless the bylaws so authorize."  RONR (11th ed), p. 485

[Richard Brown]

1 minute ago, Guest frfr said:

So exactly is an Executive Board Meeting?

Our organization has a board of 12 but they have many (to an outside viewer) lots of executive board meetings where only President, VP, Sect and Treasurer are allowed, oh and the Director (hired and salaried).

Well, there are "Executive Board" meetings and there are "executive session" meetings.  You do not have an executive board unless one is  provided for in your bylaws.  Do your bylaws provide  for one?  If so, then meetings of the executive board would be proper, provided they are properly called or scheduled per your bylaws. Note:  An executive board is often referred to as an executive committee.

An "executive session" is what many refer to as a "closed meeting" at which only  the members of the body  that is meeting are permitted to attend (and any invited guests).   Discussions that take place in an executive session must remain confidential.  Unless your rules specify otherwise, it takes a majority vote of the body to go into  executive session.   The president may call for a meeting in executive session, but it takes a majority vote of the body to actually go into executive session.

So, which type meeting is it you are referring to?  And if you are referring to meetings of the  "executive board" (or executive committee), is there a provision for one in your bylaws? 

[Guest frfr]

I believe that there are no published rules stating "Executive" meeting. There is a Executive board consisting of Pres, Vp, Sect. and Treas. i have been to many open meetings where they announce an executive session but have never heard a vote to allow.

Apparently there are regular and many executive sessions. Certainly these can be cause for alarm as nobody know (except for the 5 people that attend) what they are discussing.

[Richard Brown]

25 minutes ago, Guest frfr said:

I believe that there are no published rules stating "Executive" meeting. There is a Executive board consisting of Pres, Vp, Sect. and Treas. i have been to many open meetings where they announce an executive session but have never heard a vote to allow.

There is no such animal as an "Executive Meeting" in RONR.  There are meetings of Executive boards (and executive committees) and meetings in "executive session".  And, of course, an executive board can meet in executive session.

Per the rules in RONR, only members of the body which is meeting, whether it is the general membership, the board of directors, the executive board or a committee, have a "right" to attend meetings of that body.  Unless your organization has a rule (or an established custom) of permitting guests (nonmembers of the body which is meeting) to attend those meetings, they have no right to be there.  Some organizations freely permit general members to attend their board and executive committee meetings and some do not.   Unless your organization has a rule (usually in the bylaws) permitting  non-executive board members to attend the meetings, guests do not have to be permitted.  Anyone not a member of the body which is meeting is a guest. Unless the bylaws prohibit it,  your executive board is free to meet in executive session any time the board members decide that they want to. 

If you don't like the practice, you may try to convince the board members that they should not be meeting in secret or you can attempt to have a bylaw amendment adopted prohibiting the practice or putting restrictions on when it can be used.

Edited to add: you said you have never seen the board vote to go into executive session. That could be because all of their meetings are considered in executive session or it could just be sloppy procedure we’re neither the chair nor the members realize that they should actually be voting whether to go into executive session. 

Edited August 17, 2020 at 08:59 PM by Richard Brown
Added last paragraph

[Atul Kapur]

1 hour ago, Guest frfr said:

So exactly is an Executive Board Meeting?

Our organization has a board of 12 but they have many (to an outside viewer) lots of executive board meetings where only President, VP, Sect and Treasurer are allowed, oh and the Director (hired and salaried).

Bottom line: look in your bylaws to see whether an "Executive Board" is mentioned and it should also state its membership and what authority it has. If you don't find it in an intuitive place, it may be listed along with the articles that talk about the Officers.

[Josh Martin]

1 hour ago, Guest frfr said:

So exactly is an Executive Board Meeting?

Our organization has a board of 12 but they have many (to an outside viewer) lots of executive board meetings where only President, VP, Sect and Treasurer are allowed, oh and the Director (hired and salaried).

 

19 minutes ago, Guest frfr said:

I believe that there are no published rules stating "Executive" meeting. There is a Executive board consisting of Pres, Vp, Sect. and Treas. i have been to many open meetings where they announce an executive session but have never heard a vote to allow.

Apparently there are regular and many executive sessions. Certainly these can be cause for alarm as nobody know (except for the 5 people that attend) what they are discussing.

RONR recommends the term "Executive Committee" for the "board within a board," to avoid confusion. It appears your organization, however, has a Board of Directors which consists of 12 members, and also has an Executive Board which consists of the President, Vice President, Secretary, and Treasurer.

At meetings of the Executive Board, only members of the Executive Board have a right to attend. The Executive Board may permit others to attend if it wishes (such as the Director).

At meetings of the full Board of Directors, any member of the board may attend. Again, the board may (at its discretion) permit others to attend if it wishes.

A board certainly could (and often does) enter executive session by unanimous consent, so the fact that you have "never heard a vote to allow" is not necessarily a violation of any rules. As to whether it is "cause for alarm" that the Executive Board regularly meets in executive session is a matter of opinion.