Notice required for executive session

[Guest skt]

HI,

Our bylaws require three days advance written notice for regular and special board  meetings. There is no specific language about notice for executive meetings of the board.

Statute requires reasonable notice given the circumstances.

There are times when the board needs to meet in executive session with little or no notice to the members.

Does Robert say anything about notice required for executive board meetings? And whether we need to say anything about the topic under discssion?

Thank you.

[Rob Elsman]

Since the cited rule provides no alternative, there is none; and, any action taken at such an unnoticed meeting would need to be ratified at a properly called meeting to be a valid, official act of the board.

[Josh Martin]

On 4/21/2023 at 9:59 AM, Guest skt said:

Our bylaws require three days advance written notice for regular and special board  meetings. There is no specific language about notice for executive meetings of the board.

An executive session is simply a meeting (or portion thereof) where the proceedings are secret. It's not a separate type of meeting. As a result, the same rules pertaining to notice are applicable as for other meetings, unless the organization's rules provide otherwise.

On 4/21/2023 at 9:59 AM, Guest skt said:

There are times when the board needs to meet in executive session with little or no notice to the members.

Under your bylaws, three days written notice is required for regular and special board meetings. If it is believed that it is desirable to hold meetings with less notice, then the bylaws would need to be amended to allow as much. Unless and until this occurs, meetings can only be held with three days notice.

I am somewhat puzzled as to how you anticipate that a meeting would be held with no notice. I wonder if perhaps "notice to the members" refers here to members of the society, not members of the board. I would note that so far as RONR is concerned, notice of a board meeting only needs to be sent to board members. But if your bylaws or applicable law provide otherwise, those rules would take precedence.

On 4/21/2023 at 9:59 AM, Guest skt said:

Does Robert say anything about notice required for executive board meetings?

It says you need to provide the notice specified in your bylaws.

On 4/21/2023 at 9:59 AM, Guest skt said:

And whether we need to say anything about the topic under discssion?

Notice of a regular meeting does not need to include information concerning the topics to be discussed. Notice of a special meeting must include the topics to be discussed.

Once again, RONR only provides that notice must be sent to the members of the board, so the fact that a meeting is held in executive session does not pose any particular difficulties in regard to notice. If your bylaws or applicable law have rules about sending notice to persons who are not members of the board, you will have to refer to those rules.

[Gary Novosielski]

On 4/21/2023 at 10:59 AM, Guest skt said:

HI,

Our bylaws require three days advance written notice for regular and special board  meetings. There is no specific language about notice for executive meetings of the board.

Statute requires reasonable notice given the circumstances.

There are times when the board needs to meet in executive session with little or no notice to the members.

Does Robert say anything about notice required for executive board meetings? And whether we need to say anything about the topic under discssion? 

Thank you.

Are you confusing an Executive Board with "executive session"?  

If your bylaws require three days notice for board meetings, then that's what has to happen. 

During a meeting, the board can vote to "go into executive session" which just means that whatever happens during that portion of the meeting is to be kept secret.  Which means that this can only take place at a regular or special meeting for which notice was given.

In RONR, nothing needs to be said about the topic(s) to be discussed in executive session.  But if your board is a publicly elected body, it is no doubt subject to Sunshine Laws in your state that restrict what subjects can be discussed in secret, and will probably require that the motion to enter "exec" states which of these approved subject areas will be discussed.