Executive session

[Guest harper]

A quick question:

Our organization permits 'executive sessions' through Robert's Rules - though I have doubts about the legality since we're a public interest association whose mission involves full disclosure. Another matter, another time.

That said: an official notice went out calling for a special 'executive session' membership meeting. Our constitution requires that every membership meeting (special and scheduled) reserve time for 'new business'. All meetings require us to have a quorum before the meeting starts which customarily is read into the 'nonsecret' record at the start of the meeting.

Concerning the meeting in question: the chair forgot to announce 'executive session' after the quorum was announced (not knowing that the meeting had gone into executive session, our back office staff inadvertently taped and distributed an audio file), then didn't provide for any time discussion of 'new business' after the main discussion had ended. Was the 'executive session' valid?

Thank you.

[hmtcastle]

Was the 'executive session' valid?

The meeting may have been valid but it looks like you never went into executive session. No problem there (especially since a tape of the meeting has been distributed!). But stay tuned as some here may say that notice of an executive session meant that the meeting was held in executive session even if it was not stated at the meeting.

As for not discussing any new business, that's entirely proper since special meetings are restricted to the business mentioned in the notice (the "call") of the meeting. But that's RONR's rule. Your rule seems to require new business at special meetings (which means they're not very "special") but failure to do would not constitute what's referred to as a "continuing breach" so it's too late now to do anything about it.

[Kim Goldsworthy]

... an official notice went out calling for a special 'executive session' membership meeting.

You cannot invoke executive session via the written call-to-meeting. A motion is still necessary, or the chair obtaining consent for executive session via unanimous consent is still necessary.

Bottom line: Executive session isn't automatic, and isn't assumed.

In contrast:

RONR describes organizations (using the "lodge system") where 100% of their meetings are held in executive session.

But that is pre-fixed - they don't go "in" and "out", but never have to invoke (or un-invoke) executive session, since a fixed rule is already in place, independent of any future written call-to-meeting.

... the chair forgot to announce 'executive session' after the quorum was announced (not knowing that the meeting had gone into executive session, our back office staff inadvertently taped and distributed an audio file), then didn't provide for any time discussion of 'new business' after the main discussion had ended.

Was the 'executive session' valid?

No. - That is, you never invoked executive session.

You cannot pre-invoke executive session via one's written call-to-meeting.

See RONR's exception for "lodge system" organizations.

[Tim Wynn]

As an additional point: If a meeting is held in executive session, the fact that someone leaks information about it does not invalidate the meeting or any business that was transacted in the meeting. Trampling on your specialized rule of allowing for new business wouldn't invalidate the meeting or any of the business transacted there, either. That's a point that should have been taken up and settled at the time, when and if anyone wanted to introduce new business.