Executive Session

[Guest Gloria]

A nonprofit organization’s board goes into Executive Session. 

Can the attending board members tell absent board members what transpired at the meeting?

I was told the attending board members are not allowed to discuss what happened in the Executive Session with anyone, including those who were present and those who were absent. 
 

is this true??

[Josh Martin]

On 6/23/2023 at 12:39 PM, Guest Gloria said:

Can the attending board members tell absent board members what transpired at the meeting?

Yes. The purpose of executive session is to prevent members from sharing the information at the meeting with non-members (except non-members who were permitted to attend).

"The general rule is that anything that occurs in executive session may not be divulged to nonmembers (except any entitled to attend). However, action taken, as distinct from that which was said in debate, may be divulged to the extent—and only to the extent—necessary to carry it out. For example, if during executive session a member is expelled or an officer is removed from office, that fact may be disclosed to the extent described in 63:3." RONR (12th ed.) 9:26

On 6/23/2023 at 12:39 PM, Guest Gloria said:

I was told the attending board members are not allowed to discuss what happened in the Executive Session with anyone, including those who were present and those who were absent. 

is this true??

No. This is not true.

[Guest Executive Session 2]

Where in Robert’s Rules may this be found? I need to show it to our Board Secretary.
 

Unfortunately, the Board members will not discuss what took place with absent Board members. I need to show them the rule.

Or is it that there is no such rule forbidding Board members from discussing this with each other and they need to provide proof to support their opposition?

Thank you. 

[Drake Savory]

Rule 9:26 is what bans revealing information to nonmembers

As for divulging information to members not present, Rule 47:36 gives them the right to review the minutes of executive sessions so the implication is that the information of what occurred can be shared with them.

[Josh Martin]

On 6/23/2023 at 6:05 PM, Guest Executive Session 2 said:

Where in Robert’s Rules may this be found? I need to show it to our Board Secretary.

"The general rule is that anything that occurs in executive session may not be divulged to nonmembers (except any entitled to attend). However, action taken, as distinct from that which was said in debate, may be divulged to the extent—and only to the extent—necessary to carry it out. For example, if during executive session a member is expelled or an officer is removed from office, that fact may be disclosed to the extent described in 63:3." RONR (12th ed.) 9:26, emphasis added

On 6/23/2023 at 6:05 PM, Guest Executive Session 2 said:

Or is it that there is no such rule forbidding Board members from discussing this with each other and they need to provide proof to support their opposition?

That one.

[puzzling]

Also note that future boardmembers have the right to see the minutes of the executive session , even if they were not even boardmembers when the meeting was held. (Or even been born)

[Guest Guest, Adam]

Is this an official ruling?  Our president is saying the same thing, that what's said in executive session can't ever be discussed outside the room, even with people who are there?  On that same note can the meeting chair unilaterally change the rules or say "that's how it's always been done" to justify the RR change?

[Gary Novosielski]

On 6/13/2024 at 10:34 PM, Guest Guest, Adam said:

Is this an official ruling?  Our president is saying the same thing, that what's said in executive session can't ever be discussed outside the room, even with people who are there?  On that same note can the meeting chair unilaterally change the rules or say "that's how it's always been done" to justify the RR change?

This is a year-old thread.  Please post new questions as a new Topic.

[Richard Brown]

On 6/13/2024 at 9:34 PM, Guest Guest, Adam said:

Is this an official ruling?  Our president is saying the same thing, that what's said in executive session can't ever be discussed outside the room, even with people who are there?  On that same note can the meeting chair unilaterally change the rules or say "that's how it's always been done" to justify the RR change?

Since your question is essentially the same question as the original post in this thread, I will respond to it.
 

As the comments to the original post show, members of the body which met in executive session, whether those members were present for the meeting or not, have the right to know what transpired at the meeting. There is absolutely no prohibition in RONR as to sharing that information with other members of the body that was meeting, whether it be the executive committee, the board of directors, a committee, or the general membership.  Section 9:26 of RONR (12th Ed.) addresses this issue as does section 47:36 regarding the right of members to review the minutes of such meetings. 

[Joshua Katz]

Agreeing with Mr. Brown, it might be worth knowing why the chair says this. Does the chair claim it's because of something in RONR (in which case, he's mistaken) or for other reasons, such as an applicable law. (This is not an official ruling. We're in no position to give rulings for your organization, for many reasons. Ultimately, your chair will rule on matters presented to the body, followed, if applicable, by an appeal to the body, which will decide the matter.)

RONR is explicit that "that's how it's always been done" is not a defense when the way it's always been done is shown to violate the rules. Custom should be followed when it does not violate the rules, but if it does, it falls to a point of order. 

[Guest Jan R]

If you are a member of a board but not present physically when they go into executive session to hear the discussion are you able to vote? 

[Joshua Katz]

On 8/6/2024 at 7:48 PM, Guest Jan R said:

If you are a member of a board but not present physically when they go into executive session to hear the discussion are you able to vote? 

So long as you're physically present when voting.

[Richard Brown]

Agreeing with Mr. Katz, as long as you show up before the vote is taken (or maybe even while the vote is being taken), you may vote, regardless of whether you were present for the discussion. 

Edited August 7, 2024 at 04:42 PM by Richard Brown
Typographical correction

[Josh Martin]

On 6/13/2024 at 9:34 PM, Guest Guest, Adam said:

Is this an official ruling? 

It's not an "official ruling," we're just telling you what the book literally says, which is even better.

For the third time, this is what RONR says concerning the secrecy of executive session:

"The general rule is that anything that occurs in executive session may not be divulged to nonmembers (except any entitled to attend). However, action taken, as distinct from that which was said in debate, may be divulged to the extent—and only to the extent—necessary to carry it out. For example, if during executive session a member is expelled or an officer is removed from office, that fact may be disclosed to the extent described in 63:3. If the assembly wishes to further lift the secrecy of action taken in an executive session, it may adopt a motion to do so, which is a motion to Amend Something Previously Adopted (35). In making or debating such a motion, the members must be careful, if the assembly is not in executive session, to preserve the existing secrecy.

A member of a society can be punished under disciplinary procedure if he violates the secrecy of an executive session. Anyone else permitted to be present is honor-bound not to divulge anything that occurred. Reading and approval of the minutes of an executive session must take place only in executive session, unless that which would be reported in the minutes is not secret. When the minutes of an executive session must be considered for approval at an executive session held solely for that purpose, the brief minutes of the latter meeting are, or are assumed to be, approved by that meeting. (For additional rules regarding access to minutes and other records, including those kept by boards and committees, that are protected by the secrecy of an executive session, see 47:36 and 49:17–19.)" RONR (12th ed.) 9:26-27, emphasis added

And that's the entirety of what RONR says on the secrecy executive session. There is nothing in RONR requiring even more stringent secrecy rules.

An organization is certainly free to adopt its own rules on this subject if it chooses to do so. Depending on the type of organization, it may also be that there are rules on this matter in applicable law.

On 6/13/2024 at 9:34 PM, Guest Guest, Adam said:

Our president is saying the same thing, that what's said in executive session can't ever be discussed outside the room, even with people who are there?

Well, then your President is wrong too, unless there is something in your rules or applicable law providing as much.

On 6/13/2024 at 9:34 PM, Guest Guest, Adam said:

On that same note can the meeting chair unilaterally change the rules or say "that's how it's always been done" to justify the RR change?

No to both questions. The presiding officer has the authority to enforce and interpret the rules (subject to appeal). The presiding officer does not have the authority to make up new rules.

"By electing a presiding officer, the assembly delegates to him the authority and duty to make necessary rulings on questions of parliamentary law. But any two members have the right to Appeal from his decision on such a question. By one member making (or “taking”) the appeal and another seconding it, the question is taken from the chair and vested in the assembly for final decision." RONR (12th ed.) 24:1

As to the "we've always done it this way" argument...

"In some organizations, a particular practice may sometimes come to be followed as a matter of established custom so that it is treated practically as if it were prescribed by a rule. If there is no contrary provision in the parliamentary authority or written rules of the organization, such an established custom is adhered to unless the assembly, by a majority vote, agrees in a particular instance to do otherwise. However, if a customary practice is or becomes in conflict with the parliamentary authority or any written rule, and a Point of Order (23) citing the conflict is raised at any time, the custom falls to the ground, and the conflicting provision in the parliamentary authority or written rule must thereafter be complied with. If it is then desired to follow the former practice, a special rule of order (or, in appropriate circumstances, a standing rule or a bylaw provision) can be added or amended to incorporate it." RONR (12th ed.) 2:25

On 8/6/2024 at 9:48 PM, Guest Jan R said:

If you are a member of a board but not present physically when they go into executive session to hear the discussion are you able to vote? 

Members have the right to vote so long as they are present at the time of the vote.

Edited August 8, 2024 at 03:46 PM by Josh Martin

[Gary Novosielski]

On 6/13/2024 at 10:34 PM, Guest Guest, Adam said:

Is this an official ruling?  Our president is saying the same thing, that what's said in executive session can't ever be discussed outside the room, even with people who are there?  On that same note can the meeting chair unilaterally change the rules or say "that's how it's always been done" to justify the RR change?

No, that's silly.  The president has no power to change duly adopted rules.  And "that's how it's always been done wrong"  does not justify anything.  

[Richard Brown]

On 6/13/2024 at 9:34 PM, Guest Guest, Adam said:

Is this an official ruling? 

Is what an official ruling? The president’s statement or our opinions? Our answers to your questions are not official rulings, they are our own answers (opinions) based on our knowledge of RONR. Your president can make official rulings on points of order, but those rulings may or may not be correct and can usually be appealed to the board or the membership, whichever body is meeting. Your president’s responses to parliamentary inquiries are not rulings, but are his opinions. It might be a bit hard to understand the difference, but there is a difference.

Edited August 8, 2024 at 07:53 PM by Richard Brown
Added last two sentences