Minutes in Executive Session

[Drake Savory]

Fighting ignorance of others' question.

I am Secretary for an organization and recently we had a section of the meeting under executive session.  At the end of the meeting I explained the procedure I would go through if minutes were requested in order to not break confidentiality and some members objected because "as we all know" 🙄 you don't take minutes during executive session because, you know, confidentiality.  I quoted the rules in RONR that imply minutes are still taken during executive session and how confidentiality remains intact (like minutes read and approved in executive session) but I don't think I convinced all of them because the idea of taking minutes in executive session runs counter to how they have seen it done incorrectly.  There is also at play that another organization we are a member of that has special rules about executive session so of course those are our rules right?  🤔 Of note that other organization gets a lot of rules wrong also.  The reason I bring all of this up and hope you are not too bored is life would be simpler for me if there were something explicit that the Secretary continues to take minutes in executive session in addition to all of the rules that imply this.  Is there such a rule in RONR that I'm missing or am I stuck hoping a couple of vocal members can take 1+1 and get 2?  Of note: asking them to find the rule that prohibits taking minutes during executive session will not work to convince them.  

 

The Chair agrees with me so the situation will take care of itself according to the rules thankfully.  My question is about education of the members to overcome wrong-think. 

[J. J.]

Well, minutes are taken in executive session.  They are approved only by an executive session unless the confidentiality is lifted.  You can show them this post, if you want. 

[Gary Novosielski]

On 4/1/2024 at 2:20 PM, Drake Savory said:

Fighting ignorance of others' question.

I am Secretary for an organization and recently we had a section of the meeting under executive session.  At the end of the meeting I explained the procedure I would go through if minutes were requested in order to not break confidentiality and some members objected because "as we all know" 🙄 you don't take minutes during executive session because, you know, confidentiality.  I quoted the rules in RONR that imply minutes are still taken during executive session and how confidentiality remains intact (like minutes read and approved in executive session) but I don't think I convinced all of them because the idea of taking minutes in executive session runs counter to how they have seen it done incorrectly.  There is also at play that another organization we are a member of that has special rules about executive session so of course those are our rules right?  🤔 Of note that other organization gets a lot of rules wrong also.  The reason I bring all of this up and hope you are not too bored is life would be simpler for me if there were something explicit that the Secretary continues to take minutes in executive session in addition to all of the rules that imply this.  Is there such a rule in RONR that I'm missing or am I stuck hoping a couple of vocal members can take 1+1 and get 2?  Of note: asking them to find the rule that prohibits taking minutes during executive session will not work to convince them.  

 

The Chair agrees with me so the situation will take care of itself according to the rules thankfully.  My question is about education of the members to overcome wrong-think. 

Yes, you're quite correct. People who claim to know about RONR often come up with absurd "knowledge" from parts unknown.  Of course minutes must be taken in executive session.   

To quote Mark Twain: “It ain't what you don't know that gets you into trouble. It's what you know for sure that just ain't so.”

I'm sure you've already shown them, at RONR (12th ed.) 9:27;

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.) 

I all else fails, bring a (preferably hard-bound) copy of RONR 12th ed, and smack them upside the head with it.  (I am not a lawyer, but be aware that this method, although proven effective, may violate the law in your jurisdiction.)  An Accounting professor of my acquaintance often says, "some people never get anything into their head except through a fracture."
 

Edited April 1, 2024 at 06:41 PM by Gary Novosielski

[Josh Martin]

On 4/1/2024 at 1:20 PM, Drake Savory said:

At the end of the meeting I explained the procedure I would go through if minutes were requested in order to not break confidentiality and some members objected because "as we all know" 🙄 you don't take minutes during executive session because, you know, confidentiality.

I might ask these members "If no minutes are taken of executive session, and there are no written records whatsoever of the decisions we make during the executive session, doesn't that pose some problems for the organization? What happens if it is later disputed what the assembly agreed to in executive session, and there is no written record to point to?"

This should at least give them pause, if not convince them outright. If they just shrug this off, I'm not sure they can be reasoned with.

On 4/1/2024 at 1:20 PM, Drake Savory said:

There is also at play that another organization we are a member of that has special rules about executive session so of course those are our rules right?

Not necessarily, as I'm sure you know.

"If the unit for which the bylaws are to be drawn up is subject to a parent organization or superior body, such as a state or a national society (or both), or a federation, the bylaws governing at these higher levels should be studied for provisions which are binding upon subordinate units in a way that must be taken into account. The bylaws of a subordinate unit need to conform to those of a superior body only on clearly requisite points." 56:7

On 4/1/2024 at 1:20 PM, Drake Savory said:

The reason I bring all of this up and hope you are not too bored is life would be simpler for me if there were something explicit that the Secretary continues to take minutes in executive session in addition to all of the rules that imply this.  Is there such a rule in RONR that I'm missing or am I stuck hoping a couple of vocal members can take 1+1 and get 2?

For starters, the general principle for any rule is that when a rule exists, it applies in all situations unless some other rule provides otherwise. The general rule is that the Secretary takes minutes of meetings. And there is no rule suggesting the Secretary doesn't take minutes in executive session.

I'm not aware of an explicit statement that says the Secretary takes minutes of meetings held in executive session. But I'm also not aware of an explicit statement that says the Secretary takes minutes of special meetings, or adjourned meetings, or meetings without a quorum, or meetings held on Tuesdays. But since nothing says the Secretary doesn't take minutes of such meetings, I assume the general rule is still applicable.

In addition to this, as you have rightly pointed out, RONR discusses rules pertaining to how minutes of an executive session are kept, and if minutes weren't kept of executive session, I don't know why those rules exist.

But if there continues to be confusion on this subject, perhaps the authors will add an explicit statement on this subject in the future. It certainly wouldn't be the first time that more explicit rules on a subject were added because some readers were having a hard time grasping a concept.

Edited April 1, 2024 at 09:25 PM by Josh Martin

[Drake Savory]

On 4/1/2024 at 12:31 PM, Gary Novosielski said:

I'm sure you've already shown them, at RONR (12th ed.) 9:27;

I did, but you know how some people are. 

"It doesn't say you are supposed to take minutes." 

"It doesn't say not to and why would this rule exist if there weren't minutes taken during executive session?"

"Well I tell you what.  I was in a meeting ... musta been ought-six ... and they didn't take minutes when we went into executive session." 

 

 

Edited April 2, 2024 at 12:32 AM by Drake Savory

[Drake Savory]

On 4/1/2024 at 3:21 PM, Josh Martin said:

I might ask these members "If no minutes are taken of executive session, and there are no written records whatsoever of the decisions we make during the executive session, doesn't that pose some problems for the organization? What happens if it is later disputed what the assembly agreed to in executive session, and there is no written record to point to?"

I did.  See above.

[Joshua Katz]

Is there any prohibition in this organization, from within or without, on conducting business in executive session?

[Drake Savory]

No but the other organization, the one members think we inherit our rules from, does prohibit business during executive session.  I have to check the rules for them because there is a chance that organization is making up that rule too and it really is "we've always done it that way."

[Josh Martin]

On 4/1/2024 at 7:32 PM, Drake Savory said:

I did.  See above.

Then, as I have said, I don't think these people can be reasoned with.

On 4/1/2024 at 10:00 PM, Drake Savory said:

No but the other organization, the one members think we inherit our rules from, does prohibit business during executive session.  I have to check the rules for them because there is a chance that organization is making up that rule too and it really is "we've always done it that way."

Well, that certainly explains a great deal as to where people are getting this idea from, and perhaps explaining that distinction will help (or perhaps not - see above).

If an assembly conducts no business during an executive session (whether this is due to rule, custom, or happenstance), then there will be no minutes of the executive session, because there won't be anything to record. (I suppose very brief minutes would need to be recorded if an entire meeting is held in an executive session, but as I understand the question here, this question relates to only a portion of a meeting being held in executive session.)

If an assembly does, however, conduct business in executive session, then obviously that business must be recorded.

Edited April 2, 2024 at 03:52 PM by Josh Martin