Meetings to Discuss Exec Director Review

[Guest VRTrustee]

When an Executive Director is an ex-officio member of a Board's Executive Committee, what is the proper procedure to call a closed session when it is time for the Executive Director's performance review?

[Weldon Merritt]

3 minutes ago, Guest VRTrustee said:

When an Executive Director is an ex-officio member of a Board's Executive Committee, what is the proper procedure to call a closed session when it is time for the Executive Director's performance review?

You either adopt a motion to do into executive session, or the chair may call for unanimous consent to do so. But note that if the Executive Director indeed is a member, as you say, they cannot be excluded from the meeting unless your bylaws say so. The ED may voluntarily leave the meeting, but cannot be forced to do so. The fact that the membership is ex officio is irrelevant.

[George Mervosh]

7 minutes ago, Guest VRTrustee said:

When an Executive Director is an ex-officio member of a Board's Executive Committee, what is the proper procedure to call a closed session when it is time for the Executive Director's performance review?

The executive committee can, by either unanimous consent or a majority vote enter into executive session.  However if you are wanting the executive director to be excluded from such a session you might have an issue.  See FAQ#2 here https://robertsrules.com/frequently-asked-questions/#faqs , especially the second paragraph of the authorship team's answer.

So what exactly do your bylaws say regarding the executive director being an ex-officio member?  

[Guest VRTrustee]

19 minutes ago, George Mervosh said:

The executive committee can, by either unanimous consent or a majority vote enter into executive session.  However if you are wanting the executive director to be excluded from such a session you might have an issue.  See FAQ#2 here https://robertsrules.com/frequently-asked-questions/#faqs , especially the second paragraph of the authorship team's answer.

So what exactly do your bylaws say regarding the executive director being an ex-officio member?  

Documents say the ED is an ex-officio member of all committees.

 

[Guest VRTrustee]

Documents state ED is an ex-officio member of all committees.

[Richard Brown]

31 minutes ago, Guest VRTrustee said:

Documents state ED is an ex-officio member of all committees.

Do your bylaws say anything about the ED being a member of the Board of Directors or the Executive Committee?

An executive committee, despite having the word "committee" in the name, is not a true committee but is in the nature of a board.  It is a board within a board.  A bylaw provision making the ED (or anyone else) a member of all committees does NOT make this person a member of the Board of Directors or the Executive Committee.

Edited to add: See Section 49:13 in RONR regarding the definition and role of an "executive committee:

"49: 13 Executive Committee. In a society where the board is large or its members must travel from a distance to meet, it is usual for the bylaws to establish an executive committee composed of a specified number of board members, which shall have all or much of the power of the board between meetings (just as the board has all or much of the power of the society between the society’s meetings), but which cannot alter any decision made by the board (just as the board cannot alter any decision made by the society). The executive committee is thus in reality a “board within a board” and operates under the rules in this book applicable to boards rather than those applicable to committees. Usually the membership of the executive committee is specified in the bylaws, rather than being left to the choice of the full board. It is advisable that the executive committee be small and, unless it has been authorized to conduct electronic meetings (see 9: 30– 36), that its members live near enough to each other to be able to hold frequent regular meetings and also special meetings when necessary. The executive secretary, if there is one, should work closely with the executive committee, but should be appointed by the parent body or at least by the board. A board cannot appoint an executive committee unless the bylaws so authorize."  (Emphasis added).

 

 

Edited July 6, 2021 at 06:33 PM by Richard Brown
Added last two paragraphs with cite to §49:13

[Weldon Merritt]

1 hour ago, Guest VRTrustee said:

Documents state ED is an ex-officio member of all committees.

 

1 hour ago, Richard Brown said:

An executive committee, despite having the word "committee" in the name, is not a true committee but is in the nature of a board.  It is a board within a board.  A bylaw provision making the ED (or anyone else) a member of all committees does NOT make this person a member of the Board of Directors or the Executive Committee.

I concur with Mr. Brown. My response and, I believe, Mr. Mervosh's were based on your statement that the ED is a member of the Executive Committee. It now appears that this may not be, and likely is not, the case. And if the ED is not a member of the Executive Committee, then he can be excluded.

[Gary Novosielski]

And as a practical matter, even if the ED cannot technically be excluded it would not be improper to ask the ED to voluntarily withdraw from the meeting room.  If it were your performance review that was about to be discussed, would you be likely to make a scene and demand to stay in the room?  I think the area of being a coöperative team player might suffer in the ratings.