Are executive committee meeting minutes mandatory?

[Evelyn Barella]

How many people start with "I'm new to this"? I'm on the board at a small nonprofit special needs school.  I just took on the role of secretary. As a member of the executive committee, am I required to take meeting minutes during an executive session and submit them for the record to maintain our nonprofit status? Does every subcommittee need to submit meeting minutes? This was not a meeting of the full board. Why I ask, I'm being pressed to submit minutes for this executive subcommittee meeting by the head of school whose review and pay raise were part of the discussion. 

[Richard Brown]

On 9/29/2022 at 2:02 PM, Evelyn Barella said:

I just took on the role of secretary. As a member of the executive committee, am I required to take meeting minutes during an executive session and submit them for the record to maintain our nonprofit status?

Yes, minutes should be taken of all board and executive committee meetings, whether in open session or in executive session.  However, the minutes of executive sessions should be kept separate from the minutes of open sessions and should be made available only to members of that board (or executive committee).  Whether you are required to do that in order to maintain your nonprofit status is a legal question which is outside the scope of this form.  I'm just telling you that RONR requires it.   For more information on the minutes of executive sessions, see sections 9:26, 47:35, 48:13 and 49:17-19 of RONR  (12th ed.).

On 9/29/2022 at 2:02 PM, Evelyn Barella said:

Does every subcommittee need to submit meeting minutes? This was not a meeting of the full board.

Normally, committees and subcommittees do not keep formal minutes, but the chair frequently makes and keeps notes that sometimes serve the purpose of minutes.  A secretary or another member can also be designated to keep notes or minutes. RONR 50:14. You should take note, however, that although an executive committee has the word "committee" in its name, it is really not a committee but is in the nature of a board (or a board within a board if you have both a board of directors and an executive committee). See 49:12-13 of RONR

[Gary Novosielski]

On 9/29/2022 at 3:02 PM, Evelyn Barella said:

How many people start with "I'm new to this"? I'm on the board at a small nonprofit special needs school.  I just took on the role of secretary. As a member of the executive committee, am I required to take meeting minutes during an executive session and submit them for the record to maintain our nonprofit status? Does every subcommittee need to submit meeting minutes? This was not a meeting of the full board. Why I ask, I'm being pressed to submit minutes for this executive subcommittee meeting by the head of school whose review and pay raise were part of the discussion. 

First I want to be certain that we're clear on the difference between the executive committee and an executive session.  It's unfortunate that the same word is used to mean completely different things.

If you are the secretary, and your bylaws are somewhat typical, you would be expected to take minutes at meetings of the full board, and the executive committee which, although called a committee <sigh> is actually more of a board within a board.  

Executive session means essentially a secret session, and although minutes must be kept, they continue to be confidential until the board decides that secrecy is no longer required  They are not read or approved in regular session, only in executive session.   Actual committees and subcommittees of the board do not normally keep minutes if the rules in RONR apply, but see the disclaimers below.  

As far as being pressed for minutes of the executive subcommittee meeting, if it was held in executive (secret) session, only members who had the right to attend that meeting can see its minutes.  You mention "discussion" in this context, but discussion should never be included in any minutes,  but especially minutes of executive session.  Minutes are a record of what was done, not what was said.

[Evelyn Barella]

Thank you @Richard Brown and @GaryNovosielski for your responses, which have been extremely helpful.

On 9/29/2022 at 5:54 PM, Gary Novosielski said:

As far as being pressed for minutes of the executive subcommittee meeting, if it was held in executive (secret) session, only members who had the right to attend that meeting can see its minutes.  You mention "discussion" in this context, but discussion should never be included in any minutes,  but especially minutes of executive session.  Minutes are a record of what was done, not what was said.

One more question if you're still following... If the executive committee <sigh> holds a meeting, is it necessary to note prior that it will be an "executive session" or "secret session," or is it safe to say that EVERY executive committee meeting is indeed an executive session and confidential -- meaning notes only need to be shared with other executive committee members? 

[Evelyn Barella]

On 9/30/2022 at 8:37 AM, Evelyn Barella said:

Thank you @Richard Brown and @GaryNovosielski for your responses, which have been extremely helpful.

One more question if you're still following... If the executive committee <sigh> holds a meeting, is it necessary to note prior that it will be an "executive session" or "secret session," or is it safe to say that EVERY executive committee meeting is indeed an executive session and confidential -- meaning notes only need to be shared with other executive committee members? 

Sorry, I think you already answered this after I read your response again. An executive committee meeting is indeed an executive session and confidential. 

[George Mervosh]

On 9/30/2022 at 8:45 AM, Evelyn Barella said:

Sorry, I think you already answered this after I read your response again. An executive committee meeting is indeed an executive session and confidential. 

I don't think any one here said that.

[Richard Brown]

On 9/30/2022 at 7:45 AM, Evelyn Barella said:

Sorry, I think you already answered this after I read your response again. An executive committee meeting is indeed an executive session and confidential. 

No, that is not necessarily true. In fact, just the opposite is normally the case. Executive committee meetings are not necessarily in executive session, but, unless your rules provide otherwise, an executive committee, just like any other assembly, may go into executive session by majority vote  any time it believes it has the need to.  However, your organization might adopt a rule providing that all executive committee meetings are in executive session, but that would not be the case without adopting a special rule of order.

[Josh Martin]

On 9/30/2022 at 7:37 AM, Evelyn Barella said:

One more question if you're still following... If the executive committee <sigh> holds a meeting, is it necessary to note prior that it will be an "executive session" or "secret session," or is it safe to say that EVERY executive committee meeting is indeed an executive session and confidential -- meaning notes only need to be shared with other executive committee members? 

The fact that this is an Executive Committee does not automatically mean that all of its meetings are in executive session. The Executive Committee may, however, choose to hold all of its meetings in executive session if it wishes to do so.

Whether or not a meeting is held in executive session, the minutes would be shared only with members of the executive committee.

[Gary Novosielski]

On 9/30/2022 at 8:37 AM, Evelyn Barella said:

Thank you @Richard Brown and @GaryNovosielski for your responses, which have been extremely helpful.

One more question if you're still following... If the executive committee <sigh> holds a meeting, is it necessary to note prior that it will be an "executive session" or "secret session," or is it safe to say that EVERY executive committee meeting is indeed an executive session and confidential -- meaning notes only need to be shared with other executive committee members? 

Not necessarily.  Again: The two are entirely separate concepts.

It is common in some societies, by rule or custom, that all board and EC meetings are held in executive session.  But it's not necessarily the case.

A board or EC, or for that matter any assembly, can enter and leave executive session at will, simply by using the motion to "go into executive session", or its companion motion, to "come out of executive session."   Second and majority vote.

And if it is done routinely by rule or custom, it would be wise of the chair to remind all participants at the start of the meeting that they are in executive session, or to entertain the motion formally, so that all are aware.

And if you want to do it like they do in classified government briefings, they remind you again at the end.

 

[Evelyn Barella]

Thank you all for your responses. You have been extremely helpful.