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General Member Attendance at Board Meetings


Weldon Merritt
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In the December 2021 issue of the Parliamentary Journal, the Opinions Committee responded to a question regarding Executive Board and Executive Session. The published opinion is fairly lengthy, and most of it is irrelevant to my question, which regards the statement, “Under RONR … board meetings are held in public session, open to the general membership, unless the board has adopted a rule or established a clear custom to the contrary.” (Emphasis added.) In support, the opinion cites RONR 9:24: “A meeting enters into executive session only when required by rule or established custom, or upon the adoption of a motion to do so.”

The cited language first appears in the 11the edition, at p. 95, ll. 26-28. The relevant prevision in the 10th edition, at p. 93, ll. 2-3: “board or committee meetings are customarily held in executive session.” So the rule seems to have gone from board meetings being in executive session unless otherwise provided to being in open session unless otherwise provided. That seems to be a fairly significant change between the 10th and 11th editions, yet I don’t recall it being listed as a significant change to the 11th edition.

So my first question is, was this indeed an intentional change between the 10th and 11th editions? And my second and more important question is, does this indeed mean that board meetings are open to the general membership unless otherwise provided? That certainly is the conclusion reached in the opinion published in the PJ, although the cited language does not explicitly say so.

I will welcome anyone’s views on the issue, but I am particularly hopeful that one of the Authorship Team members will weigh in.

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On 1/25/2022 at 3:58 PM, Weldon Merritt said:

So my first question is, was this indeed an intentional change between the 10th and 11th editions?

I think this has come up before. My recollection is that the statement in the 10th edition on this matter was intended simply as an observation on the common practice in boards (not as a rule), but it was often interpreted as a rule, and so the statement was removed to avoid confusion.

On 1/25/2022 at 3:58 PM, Weldon Merritt said:

And my second and more important question is, does this indeed mean that board meetings are open to the general membership unless otherwise provided?

No, I don't think the committee's interpretation is correct.

The rule in question provides "A meeting enters into executive session only when required by rule or established custom, or upon the adoption of a motion to do so." It does not necessarily follow, however, that board meetings are ordinarily held in public session, open to the membership. The opinion appears to assume that either a meeting is held in executive session or in public session, however, this is incorrect. An executive session relates not only to limitations on attendance, but also to the obligations of secrecy imposed upon attendees. A board may well wish to limit its meetings to board members, and yet not impose the secrecy obligations involved with executive session.

As I understand the rules in RONR on this matter, whether board meetings are open to the membership is entirely at the board's discretion. In the absence of any rule or custom on the subject, this would be decided by the board on a case by case basis. RONR provides no "default" either way on whether board meetings are - or are not - open to the general membership.

"Nonmembers, on the other hand—or a particular nonmember or group of nonmembers—can be excluded at any time from part or all of a meeting of a society, or from all of its meetings. Such exclusion can be effected by a ruling of the chair in cases of disorder, or by the adoption of a rule on the subject, or by an appropriate motion as the need arises—a motion of the latter nature being a question of privilege (see 9:25; 9:28–29; and 19)." RONR (12th ed.) 61:7

Edited by Josh Martin
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There is no such thing in the common parliamentary law as a right of a nonmember.  The rule is that an assembly controls its meeting hall, implying that it is left to the discretion of the assembly to admit or exclude nonmembers of the assembly.  In the case of an executive board or executive committee, nonmembers of the assembly would include other members of the society than the members of the executive board or executive committee that is meeting.  I regret it if the Opinions Committee actually intended to say something else to the contrary.

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I certainly agree with Mr. Martin when he says that there is no "default" rule in RONR concerning whether or not board meetings are open to the general membership, and also when he says that board meetings may be closed to the general membership without having to go into executive session.  

"A deliberative assembly or committee is normally entitled to determine whether nonmembers may attend or be excluded from its meetings (even when not in executive session). Many public and semipublic bodies, however, are governed by sunshine laws—that is, their meetings must be open to the public. Normally, such laws have no application to private, nongovernmental bodies."   RONR (12th ed) 9:28

 

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On 1/26/2022 at 11:13 AM, Dan Honemann said:

Well, I don't think it would be fair to say that the sentence you quoted is flat-out wrong. 

I agree that the board meeting could be considered open to the general membership in the sense that if it is being held in a place that the membership otherwise has access to -- which is not something the board has any obligation to ensure -- then members are free to be there so long as they do not cause any disorder and no rule, established custom, or decision of the board has excluded them.

But the answer of the Opinions Committee certainly doesn't do much to shed light on the issue, and the answer seems quite misleading to me. I agree with the first three replies in this topic.

The question was "Are meetings of the executive board of a nonprofit organization open to the public or to the membership? Are executive sessions and executive board meetings the same?"

And the last paragraph of the Opinions Committee answer is: "The default rule for board meetings being held in executive session/closed meeting* varies depending on the adopted parliamentary authority. AIPSC, p. 108 states that, “Boards and committees are normally considered to operate in a closed meeting* unless the organization documents state otherwise.” Under RONR, on the other hand, board meetings are held in public session, open to the general membership, unless the board had adopted a rule or established a clear custom to the contrary, “A meeting enters into executive session only when required by rule or established custom, or upon the adoption of a motion to do so.” RONR 9:24." [*An earlier part of the opinion explains that AIPSC calls an executive session a "closed meeting."]

The opinion itself, in an earlier paragraph, specifically notes that under RONR, not every closed session is an executive session, so it is somewhat puzzling that it relies on the statement regarding entering into executive session to support the notion that the same is true of all closed sessions. But even if it is the case that the meetings are not in closed session unless the board had adopted a rule or established a clear custom to the contrary, that does not mean that it is otherwise in "public session, open to the general membership."

RONR certainly has no rule that members of the organization, but not members of the public at large, are permitted to attend board meetings. And RONR makes it explicitly clear that any nonmembers (i.e., non-board members) present can be excluded upon motion of the board; it does not say that a rule or custom must be in place for this to happen. So I would not characterize a meeting which the public and the general membership have no established right to attend, and from which they could be asked to leave at any time, for any reason, as a type of "public session."

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On 1/26/2022 at 11:47 PM, Shmuel Gerber said:

I agree that the board meeting could be considered open to the general membership in the sense that if it is being held in a place that the membership otherwise has access to -- which is not something the board has any obligation to ensure -- then members are free to be there so long as they do not cause any disorder and no rule, established custom, or decision of the board has excluded them.

But the answer of the Opinions Committee certainly doesn't do much to shed light on the issue, and the answer seems quite misleading to me. I agree with the first three replies in this topic.

Based upon what you say here, it seems that you may also agree with my second response as well.  I didn't say that the quoted sentence wasn't misleading. It is. I said I didn't think it fair to say that it is flat-out wrong.

On 1/26/2022 at 11:47 PM, Shmuel Gerber said:

The question was "Are meetings of the executive board of a nonprofit organization open to the public or to the membership? Are executive sessions and executive board meetings the same?"

No, this is not the question asked in this thread and not the question to which I responded. I have never seen the Opinion to which reference is made, and was informed by Mr. Merritt that his question was regarding a statement that “Under RONR … board meetings are held in public session, open to the general membership, unless the board has adopted a rule or established a clear custom to the contrary.”  I think the responses made it clear that there is no "default" rule in RONR concerning whether or not board meetings are open to the general membership.

Perhaps I should have made it clear in my initial response that I have not read (nor was I even aware of) the Opinion referred to, but I didn't think that it was necessary to do so.  Questions are considered and responded to in the context in which they are asked.

 

 

 

 

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On 1/26/2022 at 11:47 PM, Shmuel Gerber said:

The question was "Are meetings of the executive board of a nonprofit organization open to the public or to the membership? Are executive sessions and executive board meetings the same?"

And the last paragraph of the Opinions Committee answer is:

 

On 1/27/2022 at 8:26 AM, Dan Honemann said:

No, this is not the question asked in this thread and not the question to which I responded.

I'm sorry if I wasn't clear, but I didn't mean to imply that it was the question asked in this thread. I was reporting the question that was asked of the committee and (the most relevant part of) the committee's answer.

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On 1/27/2022 at 8:26 AM, Dan Honemann said:

Based upon what you say here, it seems that you may also agree with my second response as well.  I didn't say that the quoted sentence wasn't misleading. It is. I said I didn't think it fair to say that it is flat-out wrong.

I guess I do agree, after making an effort to understand how your second response was not flat-out wrong. 🙂

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