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Access to Minutes of Executive Sessions


Don Benjamin
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I am our board's secretary.

We usually hold an executive session (without staff) at the end of each meeting to discuss personnel issues, such as salaries, benefits, etc. Because the board minutes are posted on our Intranet site, which the staff can view, they include only the topics we discussed, not the details that would be considered confidential.

My question is: If I were to include the details of our private discussions and decisions, how would we keep the minutes of that part of our meeting confidential? The staff needs to reference the non-private sections of the board minutes.

Thanks.

Don Benjamin

 

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24 minutes ago, Don Benjamin said:

I am our board's secretary.

We usually hold an executive session (without staff) at the end of each meeting to discuss personnel issues, such as salaries, benefits, etc. Because the board minutes are posted on our Intranet site, which the staff can view, they include only the topics we discussed, not the details that would be considered confidential.

My question is: If I were to include the details of our private discussions and decisions, how would we keep the minutes of that part of our meeting confidential? The staff needs to reference the non-private sections of the board minutes.

Minutes of the executive session portion of the meeting should be kept separately and approved in executive session. Those minutes would then be available only to members of the board.

I would also note, however, that the minutes should not include details of discussions, whether or not the meeting is held in executive session. The minutes are a record of what was done, not what was said. Decisions would be recorded.

Edited by Josh Martin
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Thanks Josh.

Agree--minutes are only for the motions and decisions, but those actions include the sensitive information. For example, "Bill moved to approve the president's salary of $50,000. After discussion, the board approved the motion." I believe this should go into the minutes--but it's confidential.

Don Benjamin

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34 minutes ago, Don Benjamin said:

Agree--minutes are only for the motions and decisions, but those actions include the sensitive information. For example, "Bill moved to approve the president's salary of $50,000. After discussion, the board approved the motion." I believe this should go into the minutes--but it's confidential.

Yes, I agree that this information should be included in the minutes. The solution to this problem is to keep separate minutes for the executive session portion of the meeting, approve those minutes in executive session, and make those minutes available only to board members.

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Josh,

Indeed! It's that last part--making them available only to the board members--that's my conundrum. I can certainly send separate minutes to only the board members, but where does the corporation file them so that the staff cannot see them? Our president has access to all files and documents.

Or maybe that's not really a problem. In other words, since the minutes record only the action, not the discussion, then does it matter if the president reads the motion and approval? Probably not. Though it may be awkward if the motion wasn't approved.

I really appreciate you're taking the time to help me with this issue. It's part RONR-related and part document management.

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51 minutes ago, Don Benjamin said:

Or maybe that's not really a problem. In other words, since the minutes record only the action, not the discussion, then does it matter if the president reads the motion and approval? Probably not. Though it may be awkward if the motion wasn't approved.

Wouldn't the president know anyway whether or not he has received a raise?

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53 minutes ago, Don Benjamin said:

Indeed! It's that last part--making them available only to the board members--that's my conundrum. I can certainly send separate minutes to only the board members, but where does the corporation file them so that the staff cannot see them? Our president has access to all files and documents.

Or maybe that's not really a problem. In other words, since the minutes record only the action, not the discussion, then does it matter if the president reads the motion and approval? Probably not. Though it may be awkward if the motion wasn't approved.

The board is free to permit a particular person who is not a member of the board to have access to minutes taken in executive session if it wishes to do so.

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1 hour ago, Don Benjamin said:

Indeed! It's that last part--making them available only to the board members--that's my conundrum. I can certainly send separate minutes to only the board members, but where does the corporation file them so that the staff cannot see them? Our president has access to all files and documents.

I’m confused. Wouldn’t the president normally be present- maybe even presiding- at the board meeting at which his salary is determined? In addition, even if he wasn’t present, as a board member he would have access to them along with all of the other board members regardless of whether they were present at that meeting. Is your president not a member of the board?

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1 hour ago, Don Benjamin said:

where does the corporation file them so that the staff cannot see them?

RONR provides that the secretary is the custodian of the minutes. I think it is incumbent upon the secretary, or perhaps the board, to find a way to maintain them so as to maintain the necessary confidentiality. A locked file drawer comes to mind.

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1 hour ago, Richard Brown said:

I’m confused. Wouldn’t the president normally be present- maybe even presiding- at the board meeting at which his salary is determined? In addition, even if he wasn’t present, as a board member he would have access to them along with all of the other board members regardless of whether they were present at that meeting. Is your president not a member of the board?

I wonder if the "President" in question is in the nature of a CEO or Executive Director - that is, the highest-ranking employee in the organization, and is not the same person as the Chairman of the Board.

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50 minutes ago, Josh Martin said:

I wonder if the "President" in question is in the nature of a CEO or Executive Director - that is, the highest-ranking employee in the organization, and is not the same person as the Chairman of the Board.

I agree that is a possibility in the case. That is one reason I added the part in my comment  about the secretary being the custodian of the minutes and of possibly keeping them in a locked file drawer.

Edited by Richard Brown
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Good questions. Sorry for the confusion.

We're a nonprofit and our president (actually, our executive director) is not a board member. We consider salary discussions to be private--only board members present--so the executive director isn't in the room. Of course, he will know the results of the decision.

The locked file drawer is certainly one solution, but since our secretary is elected, we'd need to make sure the key is transferred.

We are, however, for the most part, paperless, keeping most documents on our private intranet. Therefore, the "key" becomes the password for that section of the private site.

I appreciate all your thoughts--this forum is a wonderful resource. I'm going to use your comments to prepare a report for our Executive Committee and then we'll decide how we want to handle this.

Regards to all,

Don Benjamin

 

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