Executive Committee vs Executive Session

[RealityCheck]

Our non-profit (resident run) Council constitution and by-laws provide for an Executive Committee made up of 5 officers (Chair, Vice Chair, Secretary, Treasurer and Assistant Treasurer).   The current Chair and Vice Chair have been equating meeting as an Executive Committee with an executive session.  From what I can tell, you can't have an executive session without the majority of the Council moving to adjourn to an executive session or perhaps without at least the Executive Committee establishing in its meeting that this is an executive session.  Am I correct that Executive Committee meetings are not automatically executive sessions?    If so, who can decide it is an executive session?  The distinction seems important regarding the degree of confidentiality required about the meeting and the ability to inform the entire Council or all the residents.  Below is a quote from the Council constitution.   Regarding the Executive Committee, the Chair and Vice Chair have been using the phrase "This Committee will set operational priorities and policies for the Council" to attempt to make significant decisions in the Executive Committee meetings and then considering those to be executive sessions so that decisions are not publicized.  Regarding the other members of the Council the decisions are "announced", if discussed at all, and there is no ratification by the rest of the Council.   They argue this is the Executive Committee's job per this phrase of the Constitution and they are obligated to work this way   They used an Executive Committee meeting (with not all Executive Committee members present) to disband a standing committee, based on their interpretation of the by-laws that it could be disbanded, and sent letters (that the full Council had not seen) to inform the committee members.  It appears to me their interpretation of this phrase is much too broad and also that they are attempting to use the concept of executive session in ways not intended.  In addition to my questions about executive session, how is the "set operational priorities and policies" phrase to be interpreted?    Thanks for your consideration of my questions.  

Constitution:  SECTION 3. The five (5) first named officers in Section 1 above shall comprise the Executive Committee of the Council. This Committee will set operational priorities and policies for the Council. 

[Guest transpower]

I think you're right.  An Executive Committee may go into Executive Session upon taking a vote to do so, but it's not so automatically (unless stated directly in the Bylaws).  Also they cannot disband a Standing Committee--this requires an amendment to the Bylaws.

[Richard Brown]

54 minutes ago, RealityCheck said:

 "This Committee will set operational priorities and policies for the Council" to attempt to make significant decisions in the Executive Committee meetings and then considering those to be executive sessions so that decisions are not publicized. 

Is all of that an exact verbatim quote from your bylaws? The last part of that statement is not included in your quote from the bylaws at the bottom of your post.

If that is actually what your bylaws say, then it seems to me this issue is a matter of bylaws interpretation which is something only your organization can do. Only your organization can interpret its bylaws. That can be done by a member raising a point of order regarding whether executive committee meetings are or are not in executive session. The chair should rule on the Point of Order and his ruling can then be appealed to the assembly.  
 

If that provision does in fact appear in your bylaws, I agree that it is a troubling provision and your organization may want to consider amending that provision 
 

if that is not an exact quote from your bylaws, then please quote the entire provision in its entirety, verbatim, making sure not to add any explanatory remarks to it.

 

[Transpower]

I think you're right.  An Executive Committee may go into Executive Session upon taking a vote to do so, but it's not so automatically (unless stated directly in the Bylaws).  Also they cannot disband a Standing Committee--this requires an amendment to the Bylaws.

[Atul Kapur]

The Executive Committee is considered a "board within a board" under RONR (12th ed.) 49:13

So its decisions are subject to review by the larger board, which sounds like your Council. The rest of my comments assume that the situation contemplated in RONR applies.

The Council can give the Executive Committee instructions and can rescind or amend any action of the Executive Committee if it's not too late. Ibid 49:7  The other exception would be matters where the bylaws give the Executive Committee exclusive authority; this would be exceedingly rare in my experience.

The Council can require the Executive Committee minutes to be read to the entire Council by a 2/3 vote (2/3 of those present and voting) or a vote of the majority of the entire membership of the Council (you conduct one vote. If either threshold is met, then the motion is adopted). If notice has been given,, then this only requires a majority vote. Ibid 49:19

Edited October 20, 2020 at 02:16 PM by Atul Kapur
Added to the last paragraph

[RealityCheck]

As to the question posed about an exact quote of what I was referring to, the quote is in the Constitution (not the by-laws) and it exactly as follows:

SECTION 3. The five (5) first named officers in Section 1 above shall comprise the Executive Committee of the Council. This Committee will set operational priorities and policies for the Council. 

[Richard Brown]

10 minutes ago, RealityCheck said:

As to the question posed about an exact quote of what I was referring to, the quote is in the Constitution (not the by-laws) and it exactly as follows:

SECTION 3. The five (5) first named officers in Section 1 above shall comprise the Executive Committee of the Council. This Committee will set operational priorities and policies for the Council. 

Since that provision says nothing about the meetings being considered to be in executive session, I see no requirement that they be in executive session. Unless there is something else that we are not aware of, in order for executive committee meetings to be held in executive session, the committee would have to vote by majority vote to go into executive session or to actually hold the entire meeting in executive station.

[RealityCheck]

Thank you all so much!   I find this forum extremely valuable and appreciate all who are willing to share their knowledge, opinions, and experience.