Executive Session results

[Tomm]

I understand that 9:26 says certain things that took place within an executive session can be made public but it seems to relate to disciplinary action 63:3!

Question: Is it permissible to immediately announce the results of an executive session where the directors were electing their officers?

[Josh Martin]

On 1/2/2024 at 6:08 PM, Tomm said:

I understand that 9:26 says certain things that took place within an executive session can be made public but it seems to relate to disciplinary action 63:3!

What is said in 9:26 is broadly applicable and does not relate solely to disciplinary action. The sentence "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." is, as the words "For example" suggests, an example, and does not limit the rule to disciplinary action.

"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." RONR (12th ed.) 9:26

The key text in this rule is this sentence "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." RONR (12th ed.) 9:26, emphasis added

Suppose, for example, that in executive session the board adopts a motion approving a purchase of a building. The relevant officers are empowered to divulge this action to the extent necessary to carry it out, which I imagine may involve talking to such people as the organization's staff, the bank, accountants, attorneys, real estate agents, etc. But that does not give board members license to publicly announce the purchase or to reveal it to other persons not connected with making the purchase happen.

If it is desired to disclose an action taken in executive session more broadly the board is free to do so, but individual board members cannot make that decision on their own.

"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)." RONR (12th ed.) 9:26

In regard to disciplinary action specifically, the relevant rule is as follows:

"If (after trial) a member is expelled or an officer is removed from office, the society has the right to disclose that fact—circulating it only to the extent required for the protection of the society or, possibly, of other organizations. Neither the society nor any of its members has the right to make public the charge of which an officer or member has been found guilty, or to reveal any other details connected with the case. To make any of the facts public may constitute libel. A trial by the society cannot legally establish the guilt of the accused, as understood in a court of law; it can only establish his guilt as affecting the society's judgment of his fitness for membership or office." RONR (12th ed.) 63:3

So supposing a member is expelled or an officer is removed, the board is authorized to disclose this "to the extent required for the protection of the society or, possibly, of other organizations." This is an unusual case as, unlike most rules concerning executive session, the society is more restricted in its ability to make this information more broadly public. While the board is still free to fully disclose information within the society if it wishes, the text clearly notes that "Neither the society nor any of its members has the right to make public the charge of which an officer or member has been found guilty, or to reveal any other details connected with the case. To make any of the facts public may constitute libel."

On 1/2/2024 at 6:08 PM, Tomm said:

Question: Is it permissible to immediately announce the results of an executive session where the directors were electing their officers?

Only to the extent necessary to carry this out, unless the board authorizes the election results to be circulated more broadly.

Generally, I would imagine the board would wish to make its election results public, and the purpose of conducting such elections in executive session is primarily so that the board members may speak freely during discussion on the elections. I suppose it is conceivable, however, that the board may wish to wait for the ideal time to make such an announcement. Ultimately, this is at the board's discretion.

[Gary Novosielski]

In a case like this where it is desirable to be in executive session so that members may freely, yet privately, debate the merits of a motion or an election, but where the actual results of the vote should necessarily become public immediately, a common solution is:  When all debate is completed and the members are ready for the question, a member makes (or the chair assumes) a motion to come out of executive session, and then the vote is taken in public session.

The debate would not be included in the minutes in either case simply because the content of debate never belongs in the minutes.  But this way no one is permitted to reveal what was said.