Officers Meetings

[Guest Sarah Simon Spady]

Our club's By-Laws give decsion-making authority to our Executive Board of about 11 people, which includes 4 officers and multiple Committee Chairs.  Can the 4 officers plus another member of the Board meet in "Executive Session"?  They say they meet to plan and discuss matters for the entire group, but they do not announce to the whole organization when they are meeting. 

[Josh Martin]

On 6/9/2023 at 12:11 AM, Guest Sarah Simon Spady said:

Our club's By-Laws give decsion-making authority to our Executive Board of about 11 people, which includes 4 officers and multiple Committee Chairs.  Can the 4 officers plus another member of the Board meet in "Executive Session"?  They say they meet to plan and discuss matters for the entire group, but they do not announce to the whole organization when they are meeting. 

Unless there is some sort of "Executive Committee" or something consisting of these persons, they cannot have any formal meetings as a group or take action as a group, whether in executive session or otherwise. There is nothing in RONR stopping any group of board members, however, from meeting privately to merely discuss matters if they wish to do so.

RONR has no requirement that meetings be announced to the full organization.

If your organization or applicable law has some rules requiring meetings to be announced to the organization, then there may be some concern with the meetings in question as a "workaround". But so long as this group does not purport to make decisions on behalf of the board, these meetings violate no rule in RONR.

[Tomm]

On 6/9/2023 at 2:53 AM, Josh Martin said:

RONR has no requirement that meetings be announced to the full organization.

But aren't they required to notify every member of the executive committee if that assembly is to meet?

[Gary Novosielski]

On 6/10/2023 at 6:56 PM, Tomm said:

But aren't they required to notify every member of the executive committee if that assembly is to meet?

Yes, of course, but not to the entire membership of the society.  But if some executive board members are getting together unofficially, that's different.  And such a get-together cannot take place in executive session or for that matter conduct any actual business, since it is not a meeting as far as RONR is concerned.

Edited June 11, 2023 at 12:45 AM by Gary Novosielski

[Josh Martin]

On 6/10/2023 at 5:56 PM, Tomm said:

But aren't they required to notify every member of the executive committee if that assembly is to meet?

From the facts presented, it doesn't seem to me that there actually is an "Executive Committee" and the meetings in question are not an official assembly. It's just a group of board members who are meeting unofficially. It does not seem to me that any notice is required for this.

In an organization actually has an Executive Committee, then for meetings of the Executive Committee, notice to all members of the Executive Committee is required for special meetings and may or may not be required for regular meetings, depending on the manner in which regular meetings are scheduled. (I would suggest that notice is advisable even in cases where it is not strictly required.)

"The term regular meeting (or stated meeting) refers to the periodic business meeting of a permanent society, local branch, or board, held at weekly, monthly, quarterly, or similar intervals, for which the day (as, “the first Tuesday of each month”) should be prescribed by the bylaws and the hour and place should be fixed by a standing rule.

If, instead, an organization follows the practice of scheduling the day, hour, or place of its regular meetings by resolution, notice (also referred to as the call of the meeting) must be sent to all members a reasonable time in advance of each regular meeting." RONR (12th ed.) 9:1-2