Attendees at Board Executive Sessions

[Tomm]

If a Board doesn't have a specified Executive Committee within that Board, and the Chair calls for a meeting to be held in Executive Session, can the Call of that meeting limit which Board members can and can't attend or should every member of the Board be included  in that meeting? 

[Joshua Katz]

A board may not hold a meeting that excludes some of its members. But you know that, so what's the situation that causes you to ask?

[Tomm]

On 7/1/2022 at 2:27 PM, Joshua Katz said:

so what's the situation that causes you to ask?

I have since learned that in the not to distant past, a meeting was held to interview a potential new-hire to the corporation but not all members of the board asked or allowed to participate or attend!  

Water over the dam I know, but I can at least inform the board members who were excluded that that situation is not permissible unless it was due to some disciplinary action that would have disallowed them to attend. 

[Joshua Katz]

On 7/1/2022 at 5:50 PM, Tomm said:

I have since learned that in the not to distant past, a meeting was held to interview a potential new-hire to the corporation but not all members of the board asked or allowed to participate or attend!  

 

Was this a meeting at which business was conducted, or some other sort of assembly? It's not clear to me that an interview requires a board meeting.

[Tomm]

I believe it was just for the interview. But when you consider that the new-hire would be reporting to and managed exclusively by the Board, I think the entire Board should be included?

[Joshua Katz]

But you asked a question about RONR. It doesn't sound to me like you're describing a meeting, and RONR has nothing to say about who should be present for interviews.

[Gary Novosielski]

On 7/1/2022 at 5:08 PM, Tomm said:

If a Board doesn't have a specified Executive Committee within that Board, and the Chair calls for a meeting to be held in Executive Session, can the Call of that meeting limit which Board members can and can't attend or should every member of the Board be included  in that meeting? 

Are you perhaps conflating Executive Committee and Executive Session?  Although they both contain the word executive, that's where the linkage ends.  Even if the board did have an Executive Committee, a motion to go into executive session would not change the fact that the entire board would still be included.

[Tomm]

On 7/1/2022 at 7:50 PM, Gary Novosielski said:

Are you perhaps conflating Executive Committee and Executive Session?

I specifically wanted to note that there wasn't an executive committee within the board just in case there were possibly rules that would apply differently to those select members.

Edited July 2, 2022 at 02:56 AM by Tomm
Spelling

[Gary Novosielski]

On 7/1/2022 at 10:55 PM, Tomm said:

I specifically wanted to note that there wasn't an executive committee within the board just in case there were possibly rules that would apply differently to those select members.

Okay.  There aren't. The only time executive committee members would be select members with different rules would be during an executive committee meeting, which can't happen during a board meeting even if there were one.

[Josh Martin]

On 7/1/2022 at 4:50 PM, Tomm said:

I have since learned that in the not to distant past, a meeting was held to interview a potential new-hire to the corporation but not all members of the board asked or allowed to participate or attend!  

Water over the dam I know, but I can at least inform the board members who were excluded that that situation is not permissible unless it was due to some disciplinary action that would have disallowed them to attend. 

If this meeting was, in fact, a meeting of the board, then it was not permissible for some board members to be excluded.

On 7/1/2022 at 5:03 PM, Tomm said:

I believe it was just for the interview. But when you consider that the new-hire would be reporting to and managed exclusively by the Board, I think the entire Board should be included?

As a parliamentary matter, if it was a formal meeting of the board, then all members of the board had a right to attend. If not, then there is no parliamentary right to attend.

Whether the entire board "should be" included or whether this "should have" been a meeting of the board are not questions RONR provides answers for. I will say it is not unusual for a board to have a subset of its members conduct interviews for positions.

Does your organization have any rules concerning the hiring of this position or, in the alternative, were any motions adopted by the board regarding this particular hiring process? If not, it would seem prudent for the board to adopt some, so there is clarity on such matters in the future.

Edited July 2, 2022 at 01:54 PM by Josh Martin

[Rob Elsman]

The exclusion of some members of a body from the call of a meeting renders the meeting an illegal meeting, and any votes cast at such a meeting are illegal votes by illegal voters.  Any business transacted at such a meeting is null and void, since the basic rights of the individual members who were excluded have been violated.  See RONR (12th ed.) 23:6, item (e); 45:56.

In contrast, nothing in RONR restricts the right of a limited group of members to gather and discuss whatever they want to discuss without transacting business.  Think of it as a pizza and beer party.  However, be aware that some states have passed open meeting or "sunshine" laws that may restrict the right of members to gather and discuss public business outside a properly called public meeting.  In my state, for example, county commissioners have actually been convicted of a felony for just discussing public business outside a properly called public meeting.