Business in executive session

[Tomm]

Considering that the board is subordinate to the Membership because they are elected by the Membership.

If the board holds a special session in executive session, can the Members request to see the notice that went out in the call of the meeting?

 Granted, we can't know what took place in that meeting but is there a way that we can at least know what the business was?

[Rob Elsman]

Can the Members request of whom?

[Tomm]

On 4/2/2024 at 11:06 AM, Rob Elsman said:

Can the Members request of whom?

Either request the info from the board president or the corporate office.

[Josh Martin]

On 4/2/2024 at 12:53 PM, Tomm said:

If the board holds a special session in executive session, can the Members request to see the notice that went out in the call of the meeting?

It is not clear to me whether “the Members” in this context refers to the membership, at a meeting, adopting a motion on this matter or if it refers to an individual member (or a group of individual members). So I’ll cover both.

The membership, at a regular or properly called meeting with a quorum present, can order the board, by majority vote, to disclose the notice in question.

I’m not certain whether the notice itself contains any confidential information, but out of an abundance of caution, it may be prudent for the membership to enter executive session before adopting such a motion.

An individual member, or group of members, has no right to this information, unless the organization’s rules or applicable law so provide.

On 4/2/2024 at 12:53 PM, Tomm said:

Granted, we can't know what took place in that meeting but is there a way that we can at least know what the business was?

It depends on who “we” is, as noted above.

Edited April 2, 2024 at 08:38 PM by Josh Martin

[Rob Elsman]

Nothing in RONR (12th ed.) authorizes the president of a board to distribute copies of the calls of meeting to persons who are not members of the board.  If your organization has delegated this authorization, the organization's own rules and orders will have to provide the basis for such authority.

I do not understand what exactly is the "corporate office", but the answer I have given most likely applies to it, as well.

Edited April 2, 2024 at 10:32 PM by Rob Elsman

[Gary Novosielski]

On 4/2/2024 at 1:53 PM, Tomm said:

Considering that the board is subordinate to the Membership because they are elected by the Membership.

If the board holds a special session in executive session, can the Members request to see the notice that went out in the call of the meeting?

 Granted, we can't know what took place in that meeting but is there a way that we can at least know what the business was?

In the case of a public body, Sunshine Laws usually provide that the motion (made in public session) to go into executive session must contain the reason for doing so, at least by stating what class(es) of business, from a set of allowable classes of business, will be considered, or acted upon.

But for a private society, unless the bylaws or other applicable rules have some similar provision, I'd say No.  RONR does provide that the Membership may, by a two-thirds vote, require that the minutes of a board meeting be read to a membership meeting, so that is one way to exert some oversight.

[Tomm]

On 4/2/2024 at 1:35 PM, Josh Martin said:

It depends on who “we” is, as noted above.

The "we" would be the general membership.

There was a very controversial issue somewhat rumored about, but nothing official was ever posted to the membership and the issue would most definitely affect the entire general membership.  

Finally, earlier today the board met in executive session because the issue pertained to a contract/lease agreement with the state. Although I understand that if you're not included in the meeting you will not be notified of the meeting, however, we're only trying to determine or confirm if the meeting was in fact about the rumored issue.

[Gary Novosielski]

∅

 

Edited April 2, 2024 at 10:35 PM by Gary Novosielski
something causing dupes.

[Josh Martin]

On 4/2/2024 at 4:56 PM, Tomm said:

The "we" would be the general membership.

There was a very controversial issue somewhat rumored about, but nothing official was ever posted to the membership and the issue would most definitely affect the entire general membership.  

Finally, earlier today the board met in executive session because the issue pertained to a contract/lease agreement with the state. Although I understand that if you're not included in the meeting you will not be notified of the meeting, however, we're only trying to determine or confirm if the meeting was in fact about the rumored issue.

Well, as I have noted above, the general membership is free to act on this matter, as a body, at a regular or properly called meeting, with a quorum present. Individual members, however, have no right to this information unless the organization's rules or applicable law so provide.

In the long run, if the general membership believes that notification of the topic(s) to be discussed at an executive session of the board should be released to individual members as a matter of course, the general membership is free to adopt rules on this subject.