Executive Session in Committees

[Tomm]

Just as there are special requirements to allow committees to hold electronic meetings (9:35), are there any limitations on a committees to hold an executive session, such as a bylaw or standing rule?

 

[Joshua Katz]

A committee may hold an executive session without a bylaw or standing rule specifically authorizing it. Unlike electronic meetings, RONR authorizes them to do so.

[Tomm]

So if there were guests in a committee meeting that was about to go into an executive session, would it be permissible to allow the guests to stay as long as they agreed to honor the secrecy rules of executive session and the committee itself voted (majority?) to allow them to stay? 

[Rob Elsman]

What would be the legitimate purpose for this?  Is the presence of the guests "necessary" to the proceedings in executive session?  

[Tomm]

It was the Finance & Budget Committee meeting. Just didn't make sense that they allowed us to see all the dollar figures and expenditures but then kicked the guests out for some other topic.

[Rob Elsman]

As a matter of parliamentary law, guests (i.e., persons who are not members of the committee) have no right to be in the room during meetings of the committee.  Guests are invitees, and, as such, they may be asked to leave the room when the committee goes into executive session.

[Joshua Katz]

I think it's perfectly legitimate to show the general membership the figures, which they'll see anyway, and not allow them to sit in on discussions about reaching those numbers. Regardless, they're allowed to unless there are applicable rules or laws restricting the availability of executive session, as is often the case for public bodies and HOAs.

[Gary Novosielski]

On 5/8/2024 at 7:34 PM, Tomm said:

Just as there are special requirements to allow committees to hold electronic meetings (9:35), are there any limitations on a committees to hold an executive session, such as a bylaw or standing rule?

 

No, that's already a default rule in RONR.

[Tomm]

On 5/9/2024 at 10:59 AM, Gary Novosielski said:

No, that's already a default rule in RONR.

Okay, last question and something I just thought about!

The bylaws state, "members in good standing may attend meetings, but may not speak without approval by the Chair or other person in charge of the meeting."

What the bylaws do not say is, "members in good standing may attend meetings, except during executive session..."

So I'm thinking that the bylaws, which take precedence over RONR, and considering that that bylaw does include one exclusion (may not speak without approval by the Chair) but fails to include an exclusion regarding executive session, that the members are allowed to attend even during executive session?

So I guess the bottom line question is, do the bylaws prevail over the default rule in RONR and guests cannot be kicked out of the meeting even during executive session, or somehow does RONR have the ability to override a bylaw? 

The words say what they mean, and mean what they say.

 

[Joshua Katz]

On 5/9/2024 at 11:51 AM, Tomm said:

So I guess the bottom line question is, do the bylaws prevail over the default rule in RONR and guests cannot be kicked out of the meeting even during executive session, or somehow does RONR have the ability to override a bylaw? 

 

You're asking two questions.

1. Can a bylaws provision eliminate executive sessions? Sure. RONR does not "override a bylaw" to then bring executive sessions back into existence.

2. Does this particular provision do so? In my opinion, no. If people writing bylaw language want to do something like that, they'd say so, not make a general statement about meetings. But I'm not a member of your organization, and your organization is free to interpret its own bylaws.

 

[Gary Novosielski]

On 5/9/2024 at 2:51 PM, Tomm said:

Okay, last question and something I just thought about!

The bylaws state, "members in good standing may attend meetings, but may not speak without approval by the Chair or other person in charge of the meeting."

What the bylaws do not say is, "members in good standing may attend meetings, except during executive session..."

So I'm thinking that the bylaws, which take precedence over RONR, and considering that that bylaw does include one exclusion (may not speak without approval by the Chair) but fails to include an exclusion regarding executive session, that the members are allowed to attend even during executive session?

So I guess the bottom line question is, do the bylaws prevail over the default rule in RONR and guests cannot be kicked out of the meeting even during executive session, or somehow does RONR have the ability to override a bylaw? 

The words say what they mean, and mean what they say.

 

Executive session does not change the rule that all members may attend.  However you mention guests.  Non-members, by default, are excluded from executive session, even if customarily allowed during regular sessions.  However, invited guests are allowed in executive session.  Sometimes the whole purpose of the session is to hear from a non-member in confidence.

[Josh Martin]

On 5/8/2024 at 6:34 PM, Tomm said:

Just as there are special requirements to allow committees to hold electronic meetings (9:35), are there any limitations on a committees to hold an executive session, such as a bylaw or standing rule?

I do not think any rule in RONR places limitations on a committee meeting in executive session. It seems to me a committee is free to meet in executive session under the same procedures as an assembly, unless the organization's rules provide otherwise or the committee has been otherwise instructed in this matter by its parent assembly.

Indeed, RONR specifically refers to committees meeting in executive session.

On 5/8/2024 at 11:18 PM, Tomm said:

So if there were guests in a committee meeting that was about to go into an executive session, would it be permissible to allow the guests to stay as long as they agreed to honor the secrecy rules of executive session and the committee itself voted (majority?) to allow them to stay? 

Yes, that is permissible, and yes, a majority vote is required.

"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.) 9:25, emphasis added

On 5/9/2024 at 8:46 AM, Tomm said:

It was the Finance & Budget Committee meeting. Just didn't make sense that they allowed us to see all the dollar figures and expenditures but then kicked the guests out for some other topic.

Well, whether it makes "sense" is up to the committee to determine, subject to any rules of the organization or instructions from the parent assembly.

But the rule is that (absent any rules of the organization or instructions from the parent assembly on this subject) only persons who are members of the committee have a right to attend, and whether other persons may be present (whether or not the committee is in executive session) is entirely at the committee's discretion.

On 5/9/2024 at 1:51 PM, Tomm said:

The bylaws state, "members in good standing may attend meetings, but may not speak without approval by the Chair or other person in charge of the meeting."

What the bylaws do not say is, "members in good standing may attend meetings, except during executive session..."

Well, for starters, does the rule in question even refer to committee meetings?

To the extent that it does, I would imagine in this context that "members" refers to persons who are members of the society, but not members of the committee. In that regard, the bylaws would take precedence over RONR, and persons who members of the society in good standing would apparently have a right to attend all meetings, even those held in executive session.

This quite frankly seems like a horrible idea, and the organization should amend the rule as soon as possible to provide an exception for executive session. To the extent that the organization is concerned that the board (or committees) would abuse this and use executive session where it is not warranted, the organization could adopt rules specifying the conditions under which a board (or committee) may meet in executive session. You might look up "open meeting laws" and "sunshine laws" drafted for public bodies for guidance on that subject.

In any event, however, the organization is obliged to follow its bylaws, unless and until they are amended.

But I wonder whether, in context, the rule in question refers to committee meetings, or if it instead refers to (for example) board meetings.

On 5/9/2024 at 1:51 PM, Tomm said:

So I'm thinking that the bylaws, which take precedence over RONR, and considering that that bylaw does include one exclusion (may not speak without approval by the Chair) but fails to include an exclusion regarding executive session, that the members are allowed to attend even during executive session?

Yes, I think this is correct, with respect to the meetings for which the rule in question is applicable.

On 5/9/2024 at 1:51 PM, Tomm said:

So I guess the bottom line question is, do the bylaws prevail over the default rule in RONR and guests cannot be kicked out of the meeting even during executive session, or somehow does RONR have the ability to override a bylaw? 

No, obviously the bylaws prevail over RONR.

However, I cannot tell from the excerpt provided whether the rule in question is applicable to committee meetings. I would need to see the rule in context.

On 5/9/2024 at 2:23 PM, Joshua Katz said:

1. Can a bylaws provision eliminate executive sessions? Sure. RONR does not "override a bylaw" to then bring executive sessions back into existence.

I would not describe this as "eliminating" executive sessions. I do not believe the rule in question would eliminate the ability to meet in executive session. I might more accurately describe it as "undermining" or "weakening" executive sessions. The boards (and/or committees) to which this rule is applicable could still meet in executive session, but members (presumably, of the society) in good standing could still attend. Those persons would still be obliged to honor the confidentiality of the executive session, and could not disclose the information outside of the society.

On 5/9/2024 at 2:23 PM, Joshua Katz said:

2. Does this particular provision do so? In my opinion, no. If people writing bylaw language want to do something like that, they'd say so, not make a general statement about meetings. But I'm not a member of your organization, and your organization is free to interpret its own bylaws.

I disagree. If a society adopts a rule providing that members of the society have a right to attend board (or committee) meetings, my view is the rule means what it says, and contains only such exceptions as provided in the rule itself.

The only question here, in my view, is whether the rule is applicable to committees. It is not clear to me that it is.

On 5/9/2024 at 6:35 PM, Gary Novosielski said:

Executive session does not change the rule that all members may attend.

Well, yes, but the rule in question is quite clearly not about members of the body that is meeting, but about members of some other body (I assume members of the society).

The rule states "The bylaws state, "members in good standing may attend meetings, but may not speak without approval by the Chair or other person in charge of the meeting."

It seems pretty clear to me that this rule is not referring to members of the body that is meeting.

Edited May 11, 2024 at 12:56 PM by Josh Martin

[Tomm]

On 5/11/2024 at 5:54 AM, Josh Martin said:

But I wonder whether, in context, the rule in question refers to committee meetings, or if it instead refers to (for example) board meetings.

The bylaw stated above is in the specific Article titled "Committees"

[Josh Martin]

On 5/11/2024 at 9:26 AM, Tomm said:

The bylaw stated above is in the specific Article titled "Committees"

Thank you. That answers my question.

[Joshua Katz]

The topic of this thread has changed three times, seemingly in pursuit of getting us to say a specific thing. I am getting frustrated by it, to be honest.

[Josh Martin]

On 5/12/2024 at 2:01 PM, Joshua Katz said:

The topic of this thread has changed three times, seemingly in pursuit of getting us to say a specific thing. I am getting frustrated by it, to be honest.

Well, certainly it would help if people would provide the relevant facts at the outset.