executive session Executive Session Motion - put in regular minutes

[John Edwards]

The Board of the organization I worked for met in Executive (Closed) Session to discuss a then-ongoing legal matter. A motion was considered and passed regarding the matter. (In short, the Board gave the Executive the authority to settle the issue up to a certain amount.) 

The association's bylaw regarding minutes are below:

13.6 Minutes

i. The minutes of the meetings of the [Board] shall:
 a. be the responsibility of the Recording Secretary, in their absence the [Board] may select a temporary replacement;
 b. include a summary of the discussion, a record of the motions passed and a numerical record of the votes taken;
ii. Minutes of meetings in closed sessions shall include only a record of the motions passed and a record of the votes taken.

I know the motion gets recorded in the Closed Session minutes. Does it also get put into the minutes of the meeting overall? In the past we have done so, but that is normally because our closed sessions involve naming people to positions or granting money, where the result normally gets announced in open session. This situation isn't like that so I'm not as sure.

Thanks for any advice.

[Josh Martin]

8 minutes ago, John Edwards said:

I know the motion gets recorded in the Closed Session minutes. Does it also get put into the minutes of the meeting overall? In the past we have done so, but that is normally because our closed sessions involve naming people to positions or granting money, where the result normally gets announced in open session. This situation isn't like that so I'm not as sure.

It is at the board's discretion.

[Richard Brown]

While I agree with Mr. Martin, I will point out that RONR does provide that minutes of an executive session should be kept separate from the other minutes. It is quite reasonable that the details of this particular  motion adopted in the executive session need to be kept confidential, at least until the legal matter is ultimately resolved. 

It seems to me that the best approach is to keep all of the details of this particular executive session Separate from the other minutes. If the board wants to report that a motion was adopted concerning settlement authority of the pending litigation without mentioning any details, that would be permissible and a reasonable alternative and in my opinion would comply with the bylaws.

Edited September 28, 2020 at 07:17 AM by Richard Brown
Typographical correction