Contents of a Meeting considered Confidential

[Guest derrick]

Is there a rule or a common practice that during a meeting all matters are considered "Confidential" and cant be discussed with the outside world? There are no written regulations, policies, governance or By-Laws that specifically preclude the information from being spoken.

[hmtcastle]

Is there a rule or a common practice that during a meeting all matters are considered "Confidential" and cant be discussed with the outside world? There are no written regulations, policies, governance or By-Laws that specifically preclude the information from being spoken.

Meetings (or portions thereof) that are held "in executive session" are confidential. Otherwise, no such confidentiality is imposed or implied.

RONR observes that many boards, for example, typically hold all meetings in executive session.

[David A Foulkes]

Meetings (or portions thereof) that are held "in executive session" are confidential. Otherwise, no such confidentiality is imposed or implied.

RONR observes that many boards, for example, typically hold all meetings in executive session.

Just to be clear, the fact that RONR "observes" this does not make it so for Derrick's (or anyone's) Board, correct? A motion must be adopted to go into Executive Session, or a rule must be in place that defines such meetings. Yes?

[hmtcastle]

Just to be clear, the fact that RONR "observes" this does not make it so for Derrick's (or anyone's) Board, correct? A motion must be adopted to go into Executive Session, or a rule must be in place that defines such meetings. Yes?

It's certainly not an RONR rule (nor even, I think, a weak "should").

Though I don't know that the formal adoption of a motion or rule is necessary since RONR uses the word "customarily" (p.93). Yet one would think that the "custom" had to begin somewhere with, at least, unanimous consent which, one hopes, would have been recorded in those ancient minutes.

[David A Foulkes]

It's certainly not an RONR rule (nor even, I think, a weak "should").

Though I don't know that the formal adoption of a motion or rule is necessary since RONR uses the word "customarily" (p.93). Yet one would think that the "custom" had to begin somewhere with, at least, unanimous consent which, one hopes, would have been recorded in those ancient minutes.

Check on that cassette tape in the recorder still connected to the Commodore 64 up in the Immediate Past President's office.

[Guest Chant]

Meetings (or portions thereof) that are held "in executive session" are confidential. Otherwise, no such confidentiality is imposed or implied.

RONR observes that many boards, for example, typically hold all meetings in executive session.

[Guest Chant]

What is an "executive session"? Is this a board meeting with just elected board members?

[hmtcastle]

What is an "executive session"? Is this a board meeting with just elected board members?

"Executive session" is the somewhat archaic, if not misleading, term used to describe a meeting (or portion thereof) in which the proceedings are secret. It's described on pp. 92-94 though you'll probably find some information online by Googling the term.

Note that any deliberative assembly (e.g. the general membership) can meet in executive session, not just the executive board or executive committee.

[Guest AR Hogan]

I am a science journalist and I am on the Board (since 1 June 1998) of a relatively small and relatively progressive nonprofit founded on 15 October 1927--the Vegetarain Society of the District of Columbia. My background is as a science journalist (and I am now a PhD graduate student) so I naturally object to ANY...any government and nonprofit business being EVER conducted in secret or non-transparent ways. Some (now previous) Board members pushed for executive sessions (over my strong objections) to rotate with open Board meetings, apparently because they lacked patience and grew annoyed with additional input from a few non-Board members. In our recently started new term, despite my seniority on the Board, when I try and register objections to the secrecy, I am now being nastily threatened with censure or other measures, mainly by the one person who has been on the Board longer than me.

Other than using persuasion toward enlightenment, am I indeed within my rights to register an objection at the outset of such secret meetings, both for myself and principle (and those being excluded)? Am I within my rights to insist on a vote each time someone wants to hold an executive session (secret in plain English) Board meeting? These secret Board meetings are being held via teleconference. (It took a huge effort to push that teleconference idea, by the way, though now everybody thinks it is a great concept, for practical and environmental reasons.)

--AR Hogan

Mount Rainier MD

arhogan1610@yahoo.com

[Kim Goldsworthy]

What is an "executive session"?

Synonyms for "executive session" are:

• secret session (or meeting)

• closed session (or meeting)

• in camera session (or meeting)

The Book says that, under executive session, the deliberations are secret. No leak is permitted, under pain of discipline (See chapter XX section 61 of RONR for "discipline").

The chair is to order all nonmembers from the room, except for necessary staff, and except for individuals whom the assembly is willing to tolerate the presence of, or need the presence of. (I presume this typically implies that one's legal counsel will be permitted to stay behind so that his counsel may be readily available.)

Is this a board meeting with just elected board members?

No. Executive session is not defined by "who is meeting". Executive session is defined by "secrecy of proceedings", or "confidentiality of all deliberations."

[hmtcastle]

am I indeed within my rights to register an objection at the outset of such secret meetings, both for myself and principle (and those being excluded)?

I suppose so but it will serve no purpose.

Am I within my rights to insist on a vote each time someone wants to hold an executive session (secret in plain English) Board meeting?

Yes, the decision to go into executive session requires a majority vote (or, of course, unanimous consent).

These secret Board meetings are being held via teleconference. (It took a huge effort to push that teleconference idea, by the way, though now everybody thinks it is a great concept, for practical and environmental reasons.)

If the bylaws weren't amended to permit meeting via teleconference, such meetings are illegitimate.

(By the way, you could have omitted much, if not all, of your first paragraph.)

[Kim Goldsworthy]

... am I indeed within my rights to register an objection at the outset of such secret meetings, both for myself and principle (and those being excluded)?

Regarding "principle":

No, you are not right, if by "right" you mean, consistent with Robert's Rules of Order.

Under Robert's Rules of Order, all bodies may meet with "members only."

This includes boards and committees.

No non-member of that body has any right to attend that meeting, nor to hear or see its deliberations of that body.

The body which is meeting is free to tolerate (either tacitly or by motion) guests and visitors.

But that body need not do so.

A board or committee is free to restrict guests and visitors up to 100% of its meetings.

And it can even mix-and-match - allowing some persons to attend, and compelling other persons to leave - holding some meetings in open session, and holding some meetings in executive session.

Am I within my rights to insist on a vote each time someone wants to hold an executive session ... Board meeting?

It depends.

If the board or committee is deciding this policy ad hoc at the start of every meeting, like entertaining a motion to go into executive session, then yes, you may vote against it.

If the board or committee has deemed (or has been ordered so by a higher authority) to meet 100% percent of the time in executive session, then no, you cannot object. - A motion would have to be made (or the superior body would have to lift the restriction) regarding executive session.

[Josh Martin]

Other than using persuasion toward enlightenment, am I indeed within my rights to register an objection at the outset of such secret meetings, both for myself and principle (and those being excluded)? Am I within my rights to insist on a vote each time someone wants to hold an executive session (secret in plain English) Board meeting? These secret Board meetings are being held via teleconference. (It took a huge effort to push that teleconference idea, by the way, though now everybody thinks it is a great concept, for practical and environmental reasons.)

I agree with the previous replies with respect to executive session as far as the rules of RONR are concerned, but I would add that nonprofit organizations are often subject to state laws regarding such topics. You may wish to do some research in that regard.

You could also attempt to have the general membership adopt rules governing these topics.