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Banning elected members from In Camera (Closed) Sessions


Kelsoh

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Due to a number of sensitive legal matters, and leaks coming from serious settlement discussions conducted In Camera, our Board of Directors is currently considering a policy that would ban board members from future in camera (RONR calls them executive) sessions if they were caught and found guilty (through a 2/3rds board vote) of leaking information out of an In Camera discussion.

To explain our organization, our Board of Directors is a student society that have directors elected annually, receives involuntary fees from students, and is considered a registered non-profit under our provincial BC Society Act. Under that provincial legislation, Directors may only be impeached through a 3/4 vote of the general membership at a general meeting of all members (where every students can vote) -- this means that the elected Board of Directors can never impeach their own directors currently without the general support of the membership at a general meeting, which I believe is different from the standard impeachment proceedings outlined in RONR.

RONR states that a member can not be forced to recuse themselves from a vote, but in the instance of In Camera (Executive Session) this appears to be ambiguous because under the proposed policy a disciplined Director would only be disciplined (banned from in camera) if first found guilty through an investigation committee set up as outlined in RONR. In our instance, allowing an elected director to be banned from certain portions of the meeting, such as In Camera, seems to be a significant limitation on the rights of that Director's participation rights, and thus it appears that RONR would not allow for this kind of limitation on one member. I say this because it appears that despite the ability to change things with a 2/3 vote, Directors always have the right to speak to motions, make motions and vote on motions. In Camera sessions do not have votes conducted at them, but they could very unfairly limit the rights of a director to privileged information if they were banned from such sessions, yet there is also a legitimate interest in the assembly to have safeguards if a member is automatically leaking sensitive information.

I'm currently trying to find out if there is anything in RONR that would prohibit this policy from even being in order. If it isn't, what should I cite in RONR to declare it out of order?

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RONR p. 625 says:

A society has the right to determine who may be present at its meetings and to control its hall while meetings are in progress; but all members have the right to attend except in cases where the bylaws provide for the automatic suspension of members who fall in arrears in payment of their dues, or where the society has, by vote and as a penalty imposed for a specific offense, forbidden attendance.

So unless the bylaws give the Board the authority to discipline their own you would not be able to bar the member from any part of the meeting.

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RONR p. 625 says:

So unless the bylaws give the Board the authority to discipline their own you would not be able to bar the member from any part of the meeting.

When RONR says "or where the society has, by vote and as a penalty imposed for a specific offense, forbidden attendance" through the disciplinary process, would that allow the Board to set a policy through a 2/3rds that lets them discipline a director by forbidding them access? Or does the reference to "the society has" mean a reference to a general meeting of the society, or the society as instructed directly through the Bylaws? We currently have nothing in our Bylaws that allows for this limitation.

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Due to a number of sensitive legal matters, and leaks coming from serious settlement discussions conducted In Camera, our Board of Directors is currently considering a policy that would ban board members from future in camera (RONR calls them executive) sessions if they were caught and found guilty (through a 2/3rds board vote) of leaking information out of an In Camera discussion.

To explain our organization, our Board of Directors is a student society that have directors elected annually, receives involuntary fees from students, and is considered a registered non-profit under our provincial BC Society Act. Under that provincial legislation, Directors may only be impeached through a 3/4 vote of the general membership at a general meeting of all members (where every students can vote) -- this means that the elected Board of Directors can never impeach their own directors currently without the general support of the membership at a general meeting, which I believe is different from the standard impeachment proceedings outlined in RONR.

RONR doesn't give a board the power to do anything. That's up to the organization.

RONR states that a member can not be forced to recuse themselves from a vote, but in the instance of In Camera (Executive Session) this appears to be ambiguous because under the proposed policy a disciplined Director would only be disciplined (banned from in camera) if first found guilty through an investigation committee set up as outlined in RONR.

An Investigation Committee doesn't find a member guilty. It investigates and reports and recommends.

In our instance, allowing an elected director to be banned from certain portions of the meeting, such as In Camera, seems to be a significant limitation on the rights of that Director's participation rights, and thus it appears that RONR would not allow for this kind of limitation on one member.

A member may be put under disciplinary suspension, which would take away his rights.

I say this because it appears that despite the ability to change things with a 2/3 vote, Directors always have the right to speak to motions, make motions and vote on motions.

...unless the directors are under disciplinary suspension.

In Camera sessions do not have votes conducted at them,

RONR makes no such distinction. Business is conducted just the same in Executive Session.

but they could very unfairly limit the rights of a director to privileged information if they were banned from such sessions, yet there is also a legitimate interest in the assembly to have safeguards if a member is automatically leaking sensitive information.

The board can go In Camera at any time. Every meeting could be held In Camera (or in Executive Session). Why have a member on the board who cannot be trusted with information vital to the operation of his duties? Why have someone participate who cannot be trusted with participation? In my opinion, this is the wrong approach. The proposed "safeguard" is disciplinary in nature. It's saying "if you do this, we will do that." "If you leak information, we will keep the information from you." That's akin to, "If you steal money, we will lock the money up." If found guilty (by the assembly, not the investigating committee), I would say deposing the member or members from office would be a better solution.

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When RONR says "or where the society has, by vote and as a penalty imposed for a specific offense, forbidden attendance" through the disciplinary process, would that allow the Board to set a policy through a 2/3rds that lets them discipline a director by forbidding them access? Or does the reference to "the society has" mean a reference to a general meeting of the society, or the society as instructed directly through the Bylaws? We currently have nothing in our Bylaws that allows for this limitation.

RONR p. 465 says:

A society has no executive board, nor can its officers act as a board, except as the bylaws may provide; and when so established, the board has only such power as is delegated to it by the bylaws or by vote of the society's assembly referring individual matters to it.

So unless the bylaws give the Board the authority to discipline their own members they cannot bar a Board member from any part of the meeting.

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If it isn't, what should I cite in RONR to declare it out of order?

The proposed policy is out of order per RONR, 10th ed., pg. 255, lines 22-28; pg. 625, lines 13-18, unless the Bylaws give the board the authority to discipline its own members. (RONR, 10th ed., pg. 465, lines 26-30) Additionally, if such a policy is adopted without Bylaw authorization, it would be null and void and a Point of Order could be raised at any time the policy remains in effect. (RONR, 10th ed., pg. 255, lines 22-28; pg. 244, lines 4-8, lines 21-26)

When RONR says "or where the society has, by vote and as a penalty imposed for a specific offense, forbidden attendance" through the disciplinary process, would that allow the Board to set a policy through a 2/3rds that lets them discipline a director by forbidding them access?

No.

Or does the reference to "the society has" mean a reference to a general meeting of the society, or the society as instructed directly through the Bylaws? We currently have nothing in our Bylaws that allows for this limitation.

Generally speaking, RONR refers to what "the assembly" can do, which is a generic term referring to any type of deliberative assembly. (RONR, 10th ed., pgs. 1-9) Therefore, if RONR uses the term "society" instead, it does so for a specific reason. So yes, it is the intent of the cited rule that only the general membership of the society may impose disciplinary measures except as the Bylaws may provide otherwise, and the adoption of RONR as the society's parliamentary authority is sufficient for this limitation on the board's authority to apply. (RONR, 10th ed., pg. 16, lines 8-14)

While it is unfortunate that directors are violating the secrecy of executive session, the only proper course of action is for the general membership (not the board) to follow the disciplinary procedures provided in your Bylaws or applicable law, or if those rules are silent, the procedures in RONR, Ch. XX.

I also agree with Mr. Wynn that simply being excluded from meetings in executive session is getting off easy for something as serious as violating the secrecy of executive session.

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