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Guidelines/Rules for Executive Session


Guest David Stieglitz
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Guest David Stieglitz

I've been to several web sites trying to find the rules related to going into Executive Session. We have discipline issue between two Board members, and want to go into executive session to hear their testimony and allow the rest of the board to render a decision. One board member wants to bring "witnesses" and have witnesses present during the executive session. He also wants all the proceedings recorded in the minutes. I've found references indicating neither of these are proper, but I cannot find hard text from Roberts Rules of Order related to Executive Session. Where can this be found?

Thanks!

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Executive session is discussed in RONR (10th ed.), pp. 92, 93. A motion to go into executive session is regularly a main motion, §10, pp. 95ff. It requires a second, is debatable, and requires a majority vote for adoption. The conduct of business in executive session follows the regular rules of order, including the form and content of the minutes, pp. 451-456.

RONR has a whole chapter dedicated to disciplinary actions. See RONR (10th ed.), §61, pp. 624ff.

Lastly, a subsidiary board only has the power to try offenses committed elsewhere than a meeting if the bylaws prescribe it. In most societies, this power is retained by the general membership assembly, unless, in certain societies, a special committee on discipline has been established in the bylaws.

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I've been to several web sites trying to find the rules related to going into Executive Session. We have discipline issue between two Board members, and want to go into executive session to hear their testimony and allow the rest of the board to render a decision. One board member wants to bring "witnesses" and have witnesses present during the executive session. He also wants all the proceedings recorded in the minutes. I've found references indicating neither of these are proper, but I cannot find hard text from Roberts Rules of Order related to Executive Session. Where can this be found?

Thanks!

Minutes are to be taken in Executive Session and if the Board wishes they can invite (and then uninvite) nonmembers by a majority vote (RONR pp. 92-93). However, the minutes should only reflect what was done at a meeting and not what is said (RONR p. 451).

But, check those bylaws to make sure the Board has the authority to discipline anyone (if the bylaws don't grant that authority the Board doesn't have the authority).

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Guest David Stieglitz

Executive session is discussed in RONR (10th ed.), pp. 92, 93. A motion to go into executive session is regularly a main motion, §10, pp. 95ff. It requires a second, is debatable, and requires a majority vote for adoption. The conduct of business in executive session follows the regular rules of order, including the form and contents of the minutes, pp. 451-456.

RONR has a whole chapter dedicated to disciplinary actions. See RONR (10th ed.), §61, pp. 624ff.

Lastly, a subsidiary board only has the power to try offenses committed elsewhere than a meeting if the bylaws prescribe it. In most societies, this power is retained by the general membership assembly, unless, in certain societies, a special committee on discipline has been established in the bylaws.

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Guest David Stieglitz

Our by-laws allow the Board to discipline members in general. They are silent on the Board disciplining the Board. There is a provision to remove a governor based upon lack of attendance - by a 2/3 vote of the other governors.

We are drafting an agreement asking the two board members to agree to submit to any disciplinary action decided on by the other board members during executive session. Do you feel that will suffice?

Thanks!

Dave

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Our by-laws allow the Board to discipline members in general. They are silent on the Board disciplining the Board. There is a provision to remove a governor based upon lack of attendance - by a 2/3 vote of the other governors.

We are drafting an agreement asking the two board members to agree to submit to any disciplinary action decided on by the other board members during executive session. Do you feel that will suffice?

Thanks!

Dave

I am afraid the rest of your question seems to have more to do with the society's bylaws than anything to do with RONR.

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They are silent on the Board disciplining the Board.

Then it can't. The board only has the authority provided in the Bylaws. (RONR, 10th ed., pg. 465, lines 26-30)

We are drafting an agreement asking the two board members to agree to submit to any disciplinary action decided on by the other board members during executive session. Do you feel that will suffice?

Well, I suppose it will suffice if they agree. I have no idea why they would agree to accept the decision of a board exceeding its authority, but that's their choice.

But if they don't agree it looks like you'll have to go to the general membership one way or another - either to ask them to discipline the board members or to amend the Bylaws.

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  • 3 years later...

I have read that minutes need not be taken at executive session as the proceedings are private and officers can be put to death for sharing anything said or done in executive session. I have RONR 11th edition so I can't reference the pages you've noted in the 10th edition. Can you lead me to more information on executive sessions in 11th edition.

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I have read that minutes need not be taken at executive session . . .

Well, you didn't read it here. Or in RONR.

And this thread is four years old!

 

Look in the Index under "executive session".

 

And congratulations on becoming a member (though I suspect you may miss putting the bunny back together).

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RONR page 96. Minutes read and acted upon only in executive session. Member punished if he violates secrecy of executive session.

 

Yes. Minutes must still be taken in executive session, but those minutes must be approved in executive session. Members are subject to punishment for disclosing what happened in executive session.

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Who do we need to report those minutes to?

 

Minutes don't need to be "reported" to anyone. 

 

But note that the general membership can order the reading of the board's minutes at a meeting of the general membership. If the board meeting in question was held in executive session then the general membership meeting should be held in executive session as well (or at least that portion of the meeting where the minutes are read). 

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My interpretation is that the minutes are private and that someone from the general membership cannot order the reading of those minutes since they are secret. It doesn't make sense that someone can order they be read if disclosing what happened is prohibited.

 

See the first full paragraph on p.487.

 

And note that "someone" can't order the reading of the board's minutes; it takes a lot of "someones".

 

The idea here is that the board is an instrument (instrumentality?) of the general membership and that the tail shouldn't wag the dog.

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  • 6 months later...

Re: Executive Session

 

Our Homeowners Association Board has recently added "Board Private/Confidential Time" to the monthly Board Meetings agenda. Does this constitute an Executive Session? If not, should the minutes of this time be included in the general minutes when they are posted?

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  • 1 year later...

Guest Joe, some forums do request that new questions be posted in existing threads if the topic is generally the same.  However in this forum, the preferred procedure is that guests with a new question, even if it fits in with an existing topic, be posted as a new topic.  

Edited to add:  The method for asking a new question is explained in the second bullet point in the "Read This First" topic at the top of this forum:  http://robertsrules.forumflash.com/index.php?/topic/25416-important-read-this-first-faq-and-information-for-new-members-and-guests/

 

Edited by Richard Brown
Added last paragraph
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