reading more into a bylaw than is there

[Tomm]

For regularly scheduled meetings:

"At least seven (7) days prior to all Board meetings, excluding Executive and Special Sessions, an agenda, subject to amendment, shall be posted in Facilities and/or on the website..."

For Special Session meetings:

"Special Sessions of the Board may be called by the President or upon the written request of three (3) or more Board of Directors. The purpose of the meeting shall be stated in the call and posted on the website.  Except in cases of emergency, at least seventy-two (72) hours’ notice shall be given.

For Executive Sessions:

"The Board may meet in an Executive Session (closed meeting) to discuss confidential matters such as; litigation, matters relating to formation of contracts with third parties, Cardholder discipline and personnel matters. All matters discussed in an Executive Session shall remain confidential indefinitely. Executive Sessions may be called separately or during any meeting of the Board or Membership. The Board has the authority to take final action in Executive Sessions and is not required to reveal those decisions. Minutes of Executive Sessions are retained as a part of the confidential records of the Corporation."

QUESTION: 

I'm confused about what's required for Executive Session. I can understand that it appears according to the bylaws a Regular Meeting held in Executive Session would not need to adhere to the requirements of 7 day previous notice but is that even a reasonable assumption that an entire regular meeting would be held in Executive Session? I can better understand it if it was just referring to a portion of the regular meeting.

Based on the stated bylaw, if a Special Session was to be held entirely in executive session would the purpose of the meeting still be required to be stated in the call? 

It's my opinion that board members are reading more into the executive session bylaw than is there? It's my belief that the previous notice or purpose of the call is still required for a Special Session regardless of the fact the entire meeting will be held in Executive Session. The board thinks that if the entire meeting is to be held in Executive Session then nobody outside the board needs to know anything and I can kinda understand that but shouldn't the entire membership still be somewhat informed that the board is meeting?

I know I have touched on this before but another discussion with another board member has resurrected their interpretation and believes the bylaws gives them carte blanche . Please advise!

[Shmuel Gerber]

On 11/8/2021 at 1:50 PM, Tomm said:

"At least seven (7) days prior to all Board meetings, excluding Executive and Special Sessions, an agenda, subject to amendment, shall be posted in Facilities and/or on the website..."

 

On 11/8/2021 at 1:50 PM, Tomm said:

I'm confused about what's required for Executive Session. I can understand that it appears according to the bylaws a Regular Meeting held in Executive Session would not need to adhere to the requirements of 7 day previous notice but is that even a reasonable assumption that an entire regular meeting would be held in Executive Session? I can better understand it if it was just referring to a portion of the regular meeting.

You quoted a rule about the public posting of an agenda, not about notice of a meeting.

[Dan Honemann]

On 11/8/2021 at 1:50 PM, Tomm said:

For regularly scheduled meetings:

"At least seven (7) days prior to all Board meetings, excluding Executive and Special Sessions, an agenda, subject to amendment, shall be posted in Facilities and/or on the website..."

For Special Session meetings:

"Special Sessions of the Board may be called by the President or upon the written request of three (3) or more Board of Directors. The purpose of the meeting shall be stated in the call and posted on the website.  Except in cases of emergency, at least seventy-two (72) hours’ notice shall be given.

For Executive Sessions:

"The Board may meet in an Executive Session (closed meeting) to discuss confidential matters such as; litigation, matters relating to formation of contracts with third parties, Cardholder discipline and personnel matters. All matters discussed in an Executive Session shall remain confidential indefinitely. Executive Sessions may be called separately or during any meeting of the Board or Membership. The Board has the authority to take final action in Executive Sessions and is not required to reveal those decisions. Minutes of Executive Sessions are retained as a part of the confidential records of the Corporation."

QUESTION: 

I'm confused about what's required for Executive Session. I can understand that it appears according to the bylaws a Regular Meeting held in Executive Session would not need to adhere to the requirements of 7 day previous notice but is that even a reasonable assumption that an entire regular meeting would be held in Executive Session? I can better understand it if it was just referring to a portion of the regular meeting.

Based on the stated bylaw, if a Special Session was to be held entirely in executive session would the purpose of the meeting still be required to be stated in the call? 

It's my opinion that board members are reading more into the executive session bylaw than is there? It's my belief that the previous notice or purpose of the call is still required for a Special Session regardless of the fact the entire meeting will be held in Executive Session. The board thinks that if the entire meeting is to be held in Executive Session then nobody outside the board needs to know anything and I can kinda understand that but shouldn't the entire membership still be somewhat informed that the board is meeting?

I know I have touched on this before but another discussion with another board member has resurrected their interpretation and believes the bylaws gives them carte blanche . Please advise!

Mr. Elsman, please respond.  

[Tomm]

On 11/8/2021 at 12:15 PM, Shmuel Gerber said:

You quoted a rule about the public posting of an agenda, not about notice of a meeting.

Yes, but only because I wanted you to understand the requirements for a regular meeting are different than for a special session and my confusion whether a regular meeting can, in fact, be held entirely in executive session!?!?. 

[Dan Honemann]

On 11/8/2021 at 2:51 PM, Tomm said:

Yes, but only because I wanted you to understand the requirements for a regular meeting are different than for a special session and my confusion whether a regular meeting can, in fact, be held entirely in executive session!?!?. 

When the rules in RONR are controlling the answer is easy: "Yes, a regular meeting can be held entirely in executive session."

[Rob Elsman]

On 11/8/2021 at 12:50 PM, Tomm said:

"At least seven (7) days prior to all Board meetings, excluding Executive and Special Sessions, an agenda, subject to amendment, shall be posted in Facilities and/or on the website..."

 

On 11/8/2021 at 1:18 PM, Dan Honemann said:

I can understand that it appears according to the bylaws a Regular Meeting held in Executive Session would not need to adhere to the requirements of 7 day previous notice

I appreciate the request for a response, but I cannot make a silver purse out of a sow's ear.  All I can suggest is that it may be time to replace incomprehensible rules with ones that are comprehensible.

[Dan Honemann]

On 11/8/2021 at 3:06 PM, Rob Elsman said:

 

I appreciate the request for a response, but I cannot make a silver purse out of a sow's ear.  All I can suggest is that it may be time to replace incomprehensible rules with ones that are comprehensible.

I was anticipating a "They're your bylaws, you tell us" response.  🙂

[Rob Elsman]

Well...that, too.

[Josh Martin]

On 11/8/2021 at 12:50 PM, Tomm said:

I can understand that it appears according to the bylaws a Regular Meeting held in Executive Session would not need to adhere to the requirements of 7 day previous notice but is that even a reasonable assumption that an entire regular meeting would be held in Executive Session?

Nothing in RONR would prevent the entirety of a regular meeting from being held in executive session. Indeed, nothing in RONR would prevent a board from holding all of its meetings in executive session.

The rule in question does not appear to be a "notice requirement" in the sense this term is used in RONR. Previous notice involves sending notice individually, generally by mail or email, to each of the members of the assembly. Instead, this rule refers to the agenda being posted on the website. This differs from a notice requirement in several ways:

1) It does not involve sending individual notice.

2.) It is (presumably) broader notice because the website is likely accessible to more than just board members.

3.) It includes more information than the call of a meeting, since it includes the agenda.

With all that said, while it is ultimately up to the organization to interpret its own bylaws, it does not seem unreasonable that a society would exempt executive sessions from a rule requiring posting a proposed agenda for a board meeting on the website for all members.

On 11/8/2021 at 12:50 PM, Tomm said:

Based on the stated bylaw, if a Special Session was to be held entirely in executive session would the purpose of the meeting still be required to be stated in the call? 

It is ultimately up to the organization to interpret its own bylaws, but I see no reason why not. It must be noted, however, that the call of a board meeting only needs to be sent to board members.

On 11/8/2021 at 12:50 PM, Tomm said:

It's my opinion that board members are reading more into the executive session bylaw than is there? It's my belief that the previous notice or purpose of the call is still required for a Special Session regardless of the fact the entire meeting will be held in Executive Session. The board thinks that if the entire meeting is to be held in Executive Session then nobody outside the board needs to know anything and I can kinda understand that but shouldn't the entire membership still be somewhat informed that the board is meeting?

Whether the membership "should" be informed that the meeting is occurring is a judgment for the society to make. An interpretation that the society's rules, as presently written, do not require the board to inform the membership of the meeting seems to be reasonable.

The actual call of the meeting, however, which only board members have a right to receive, would need to include the business to be conducted unless the bylaws provide otherwise.

The trickiest possibility for all of this is how to handle a meeting which is only held partly in executive session. It would seem a reasonable way to resolve that would be to post the agenda as required, but for the portion of the agenda relating to executive session to simply say "Executive Session."

Edited November 9, 2021 at 01:30 PM by Josh Martin