Can the president exclude people from an executive session?

[Guest Kip]

Our nonprofit board agreed in January to have an executive session to review the administrative assistant's job performance. My job, as ED, was to gather information for the review. It is now complete and the president has scheduled an executive session. He asked that it be limited to voting board members only and me. One board member now says that the immediate past president (who acts as an advisor to the president) and the accountant should not be excluded. In my reading of Robert's Rules, it seems that people can be excluded, but it does not say who is allowed to determine the exclusions. I would appreciate your help on this. Thank you. Kip

[Joshua Katz]

First, it should be noted that people can be *included*, rather than excluded. By default, an executive session includes only the members of the body meeting, and they may not be excluded. The body may, by motion, invite others. It is common, for instance, for a board to invite the ED. 

It should also be noted that only the body can decide to enter into executive session in the first place. The president can schedule what he wants, but the body will need to agree to it. The usual practice is for the motion to enter into executive session to include the invitations: I move that the board enter executive session, with the ED, IPP, and accountant permitted to attend.

[Josh Martin]

On 2/25/2024 at 9:15 AM, Guest Kip said:

Our nonprofit board agreed in January to have an executive session to review the administrative assistant's job performance. My job, as ED, was to gather information for the review. It is now complete and the president has scheduled an executive session. He asked that it be limited to voting board members only and me. One board member now says that the immediate past president (who acts as an advisor to the president) and the accountant should not be excluded. In my reading of Robert's Rules, it seems that people can be excluded, but it does not say who is allowed to determine the exclusions. I would appreciate your help on this.

The default presumption is that everyone who is not a board member is excluded from an executive session. Other persons may be invited, and it is the board that makes those decisions. So it will be up to the board to decide, by majority vote if there is disagreement, which non-board members shall be permitted to attend this meeting.

"Whenever a meeting is being held in executive session, only members of the body that is meeting, special invitees, and such employees or staff members as the body or its rules may determine to be necessary are allowed to remain in the hall. Thus, in the case of a board or committee meeting being held in executive session, all persons—whether or not they are members of the organization—who are not members of the board or committee (and who are not otherwise specifically invited or entitled to attend) are excluded from the meeting. When it is desired to similarly restrict attendance at a particular meeting without imposing any obligation of secrecy (or to remove a previously imposed restriction on attendance), this may also be done by majority vote (see also 61:6–7)." (RONR (12th ed.) 9:26

Edited February 25, 2024 at 03:26 PM by Josh Martin