Executive Session Minutes Content

[Scott Fischer]

At a Board meeting, executive session was entered into by unanimous consent to receive a report from an officer. The report was short and given verbally. No actions were taken. Executive Session was exited by unanimous consent.

At the next meeting the draft of the executive session minutes were presented by the secretary with the oral report recorded verbatim. A member thought this improper and that there should be no record of the report being received.

I don't have my RONR on me but I thought that if a short report was given verbally then it was recorded in the minutes verbatim. If this is the case then wouldn't executive session minutes be recorded the same way?

Also, is there any issue with "attaching" reports to the minutes, i.e. the minutes would say something like, "The Treasurer's report was received and is attached to the minutes." The thought being that this shows that the report is noted as being received and is an official document of the Board but is separate from the minutes.

Thanks for your opinions!

Edited May 12, 2021 at 06:29 PM by Scott Fischer
Grammer

[Richard Brown]

14 minutes ago, Scott Fischer said:

 

At a Board meeting, executive session was entered into by unanimous consent to receive a report from an officer. The report was short and given verbally. No actions were taken. Executive Session was exited by unanimous consent.

At the next meeting the draft of the executive session minutes were presented by the secretary with the oral report recorded verbatim. A member thought this improper and that there should be no record of the report being received.

I don't have my RONR on me but I thought that if a short report was given verbally then it was recorded in the minutes verbatim. If this is the case then wouldn't executive session minutes be recorded the same way?

 

The minutes of an executive session should be kept separate from the other minutes and should be read and approved only in executive session. See sections 9:26–27 and 48:13 among others. 

19 minutes ago, Scott Fischer said:

Also, is there any issue with "attaching" reports to the minutes, i.e. the minutes would say something like, "The Treasurer's report was received and is attached to the minutes." The thought being that this shows that the report is noted as being received and is an official document of the Board but is separate from the minutes.

Attaching report to the minutes is perfectly acceptable.
 

[Scott Fischer]

The Executive Session minutes were kept and approved separately. The objection voiced was on the appropriateness of including the oral report of the officer in them at all.

[Josh Martin]

33 minutes ago, Scott Fischer said:

At the next meeting the draft of the executive session minutes were presented by the secretary with the oral report recorded verbatim. A member thought this improper and that there should be no record of the report being received.

I don't have my RONR on me but I thought that if a short report was given verbally then it was recorded in the minutes verbatim. If this is the case then wouldn't executive session minutes be recorded the same way?

For starters, it is correct that the rules regarding the contents of the minutes of an executive session are the same as for other minutes.

The rules pertaining to recording reports, however, are not quite as simple as "if a short report was given verbally then it was recorded in the minutes verbatim." Reports are recorded in the minutes verbatim only in very specific circumstances. The relevant rule provides that the minutes contain "the complete substance of oral committee reports that are permitted to be given in small assemblies in particular cases as provided in 51:60-62." RONR (12th ed.) 48:4

These scenarios are discussed in full detail in RONR (12th ed.) 51:60-62. All of them involve situations in which the committee is reporting on a motion which has been referred to it and the committee's report consists solely of its recommendations on the disposition of that motion.

It sounds like this was instead a report for information. This is not the sort of report which should be given orally to begin with so far as RONR is concerned. Even in the event the report is nonetheless permitted to be given orally, RONR does not require that such reports be recorded verbatim in the minutes. The assembly may, however, order the report to be recorded in the minutes in full if it wishes to do so.

I would also note, however, that the member is mistaken that "there should be no record of the report being received." The minutes generally will say something like "The report of the treasurer was received and placed on file." In the event that a report was given orally, I suppose the minutes would simply say "The report of the treasurer was received," since there is nothing to place on file.

33 minutes ago, Scott Fischer said:

Also, is there any issue with "attaching" reports to the minutes, i.e. the minutes would say something like, "The Treasurer's report was received and is attached to the minutes." The thought being that this shows that the report is noted as being received and is an official document of the Board but is separate from the minutes.

The exact wording RONR uses is "The treasurer's report was received and placed on file," but this is certainly an appropriate practice.

11 minutes ago, Scott Fischer said:

The Executive Session minutes were kept and approved separately. The objection voiced was on the appropriateness of including the oral report of the officer in them at all.

From the facts presented, I do not think it was appropriate to include the report in its entirety in the minutes (unless so ordered by the assembly), but this has nothing to do with the fact that the minutes are for an executive session. The minutes should, however, at least record the fact that the report was received.

Edited May 12, 2021 at 06:59 PM by Josh Martin

[Scott Fischer]

Thanks, Josh.

I was thinking of the wording in 48:19 Reports of Executive Officers, "In either case, the reports should generally conform to the rules as to form, substance, and disposition that govern committee reports (51)."

It looks like the above quote would only apply to the President and Vice President. Why is that? Why wouldn't all officers be prescribed to follow the same procedure?

Rather than record the orally rendered report verbatim would the proper practice moving forward be to insist that all reports, unless meeting the criteria of 51:60-62, be submitted in writing as per 51:53, "Even if a report contains only an account of work done......it should be in writing," or does that only apply to committees? 

[Josh Martin]

37 minutes ago, Scott Fischer said:

It looks like the above quote would only apply to the President and Vice President. Why is that? Why wouldn't all officers be prescribed to follow the same procedure?

The Treasurer's report, covered in detail in 48:20-26, is actually quite a bit different than the reports of other officers, given the need to report on the association's finances and for the annual report to be submitted for audit.

Other officers are covered in 48:27, and I think those are pretty much the same as the reports of the President and Vice President, except that the text assumes that the other officers report less frequently.

37 minutes ago, Scott Fischer said:

Rather than record the orally rendered report verbatim would the proper practice moving forward be to insist that all reports, unless meeting the criteria of 51:60-62, be submitted in writing as per 51:53, "Even if a report contains only an account of work done......it should be in writing," or does that only apply to committees? 

This rule applies to officers as well.

[Scott Fischer]

Can you help me out with why it would apply to officers as well? 51:53 is in the section on reports of Boards and Committees. Is the wording in 48:19 about executive officers reports generally conforming to the form of committee reports coupled with 48:27 what you base that on?

I would like to have firm ground from Robert's to put forth at a future meeting that all reports of officers should be submitted in writing. Do you think the ground is already there or would it be more clear if a special rule of order was adopted saying as much?

[Josh Martin]

53 minutes ago, Scott Fischer said:

Can you help me out with why it would apply to officers as well? 51:53 is in the section on reports of Boards and Committees. Is the wording in 48:19 about executive officers reports generally conforming to the form of committee reports coupled with 48:27 what you base that on?

Yes.

54 minutes ago, Scott Fischer said:

I would like to have firm ground from Robert's to put forth at a future meeting that all reports of officers should be submitted in writing. Do you think the ground is already there or would it be more clear if a special rule of order was adopted saying as much?

I think there is already firm ground in Robert's that all reports of officers and committees, except for the very limited exceptions stated in 51:60-62, are suppose to be submitted in writing.

With that said, I don't think it would hurt for an assembly to adopt its own rule on this subject.

[Gary Novosielski]

23 hours ago, Scott Fischer said:

The Executive Session minutes were kept and approved separately. The objection voiced was on the appropriateness of including the oral report of the officer in them at all.

In which case a majority vote should settle the question.  RONR would be fine with it either way.

[Scott Fischer]

Got it. Many thanks to all who replied!