Executive Session

[Guest Club Member]

What is the proper procedure when leaving a regular Board Of Director monthly meeting and entering executive session? Our club has used different steps to enter executive session.  The following have been used and are in the minutes of different meetings.

(1)President made a motion to enter executive session.  Motion was seconded.  No one expressed dissension.

(2) President made a motion to enter executive session.  Motion was seconded, Majority voted to approve.

(3) President made a motion to enter executive session, no one expressed dissension.

Are all 3 examples acceptable for a meeting that follows Robert's Rules?  If any are not following the rules is the "executive session" still considered executive session or just a continuation of the regular meeting?

[Bruce Lages]

All three are acceptable procedures, assuming the board is following RONR's small board rules (49:21), where the president can participate to the same extent as all other board members. Since two of your three examples suggest there is no dissension, it might be easier to use unanimous consent, e.g., the president states "If there is no objection, the board will now reconvene in executive session." Any stated objection means a majority vote will be needed to enter executive session.

[Atul Kapur]

Unanimous consent is covered in 4:58-4:63. It would allow the presiding officer to suggest an action without making a motion, even if the small board rules do not apply. Instead of the president making a motion in situations (1) and (3), the president can say, "If there is no objection we will move into executive session." (or "Is there any objection to moving into executive session?").

If no one objects, then say, “Since there is no objection, we are in executive session.”

[Richard Brown]

Agreeing with Mr. Lages, I will just add that it is never correct for the chair to just “leave a motion hanging” without declaring the result.  A motion to go into executive session is a motion. It either passes  or fails.   For example, in your first and third scenarios, the chair should say something like, “there being no objection we will now go into executive session”.    

The failure of the chair to actually verbally declare the outcome of a motion can lead to serious problems in some situations. No matter how obvious the result may seem, the chair needs to actually state the outcome and what is going to happen.  “The motion passes and we will now go into executive session”.  It is A formality that the chair should get in the habit of observing every time there is a motion that fails or is adopted either with a vote or by unanimous consent, including the motion to adjourn.  

Edited to add: I also agree with Dr. Kapur, who posted his comment as I was typing mine.  
 

 

 

 

 

Edited March 18, 2021 at 05:55 PM by Richard Brown
Added last paragraph

[Guest Club member]

So, the motion does not need a second?

[Weldon Merritt]

14 minutes ago, Guest Club member said:

So, the motion does not need a second?

Yes, if an actual motion is made, it does need  a second. But if the chair simply ask for unanimous consent, then neither a formal motion nor a second is needed.

[Richard Brown]

Btw, Guest club member, the procedure for coming out of executive station is exactly the same as for going into it. Someone should make a motion to leave the executive session or the chair may ask for unanimous consent to end the executive session (or to adjourn, if that is what is happening).

[Josh Martin]

4 hours ago, Guest Club Member said:

Are all 3 examples acceptable for a meeting that follows Robert's Rules? 

Yes.

4 hours ago, Guest Club Member said:

If any are not following the rules is the "executive session" still considered executive session or just a continuation of the regular meeting?

I would first note that executive session is a continuation of the regular meeting. It's not a separate meeting.

Setting that aside, none of the examples described here violate any rules at all, but as a general matter, a minor violation of the rules does not invalidate the business conducted. Failure to ask for a second, for example, certainly does not invalidate the business conducted.

2 hours ago, Guest Club member said:

So, the motion does not need a second?

When asking for unanimous consent, no second is required. 

When a motion is formally made, seconds are generally required, but since this is a board, it should be noted that seconds are not required under the small board rules (generally used in boards with not more than about a dozen members present). The board appears to be following the small board rules in some other respects, since the chair is making motions.

Even when a second is required, it's more of a guide for the chair than an ironclad rule. Additionally, any objections regarding the lack of a second must be raised promptly.

"The requirement of a second is for the chair’s guidance whether to state the question on the motion, thus placing it before the assembly. Its purpose is to prevent time from being consumed by the assembly’s having to dispose of a motion that only one person wants to see introduced.

In handling routine motions, less attention is paid to the requirement of a second. If the chair is certain that a motion meets with wide approval but members are slow in seconding it, he can state the question without waiting for a second. However, until debate has begun in such a case—or, if there is no debate, until the chair begins to take the vote and any member has voted—a point of order (see 23) can be raised that the motion has not been seconded; and then the chair must proceed formally and ask if there is a second. Such a point of order should not be made only for the sake of form, if it is clear that more than one member wishes to take up the motion. After debate has begun or, if there is no debate, after any member has voted, the lack of a second has become immaterial and it is too late to make a point of order that the motion has not been seconded. If a motion is considered and adopted without having been seconded—even in a case where there was no reason for the chair to overlook this requirement—the absence of a second does not affect the validity of the motion’s adoption." RONR (12th ed.) 4:12-13

Edited March 18, 2021 at 09:52 PM by Josh Martin

[Weldon Merritt]

25 minutes ago, Josh Martin said:

since this is a board, it should be noted that seconds are not required under the small board rules (generally used in boards with not more than about a dozen members present).

Good point. I missed that.