Executive Session

[Guest Robert]

We are a non profit with a board of trustees. Our bylaws state that members are welcome to attend all trustee meetings. The question is, if we go into executive session, can the members of the organization stay as long as they agree to be bound by the secrecy rules of executive session?

[Chris Harrison]

We are a non profit with a board of trustees. Our bylaws state that members are welcome to attend all trustee meetings. The question is, if we go into executive session, can the members of the organization stay as long as they agree to be bound by the secrecy rules of executive session?

Since the bylaws give members the right to attend Board meetings your question is of bylaw interpretation. See RONR pp. 570-573 for some principles to help with that.

[George Mervosh]

Yes. RONR, p. 93

[hmtcastle]

Since the bylaws give members the right to attend Board meetings . . .

Well, I'd like to see those bylaws before I change "welcome to" to "the right to".

I suspect the word "welcome" is not in the bylaws, but who knows.

[Chris Harrison]

Yes. RONR, p. 93

While p. 93 says the Board can allow non Board members to stay. However, I think the question may have been (and Robert if Robert can clarify) whether since the bylaws gives members the right to attend Board meetings whether that would extend to Executive Sessions.

[George Mervosh]

While p. 93 says the Board can allow non Board members to stay. However, I think the question may have been (and Robert if Robert can clarify) whether since the bylaws gives members the right to attend Board meetings whether that would extend to Executive Sessions.

No matter which question he was asking Chris, if they stay while in E.S., they're bound by the secrecy provision, IMO.....I think you might agree with that.....

[Guest Robert]

The article in the bylaws is: "Members are welcome to attend all Trustee's meetings."

[hmtcastle]

I think the question may have been (and Robert if Robert can clarify) whether since the bylaws gives members the right to attend Board meetings whether that would extend to Executive Sessions.

If that's the case, then the question would be, "Why wouldn't it?". Not only do the bylaws supersede RONR, but nothing in RONR prohibits non-members from attending a meeting held in executive session.

[Chris Harrison]

No matter which question he was asking Chris, if they stay while in E.S., they're bound by the secrecy provision, IMO.....I think you might agree with that.....

Yup.

[hmtcastle]

The article in the bylaws is: "Members are welcome to attend all Trustee's meetings."

Then I think it's time to amend those bylaws.

[Kim Goldsworthy]

We are a non profit with a board of trustees.

Our bylaws state that members are welcome to attend all trustee meetings.

The question is, if we go into executive session, can the members of the organization stay as long as they agree to be bound by the secrecy rules of executive session?

Not necessarily.

There is a difference between "being welcome to attend all trustee meetings" vs. the board having the good sense of integrity and security to see that some issues are limited to board-only members.

E.g., (a.) disciplinary actions; (b.) law suits.

It would not violate your "welcome" rule if you "welcomed" your general members to the board's (a.) opening ceremonies; (b.) approval of minutes; (c.) reports from officers and standing committees;

... but then un-welcomed" your general membership for a single item on your agenda for either (a.) disciplinary actions (b.) law suit actions;

... and then, after #a and #b and #c are completed, you "welcomed back" all your general membership attendees for the rest of the meeting, for (d.) new business; (e.) good of the order; (f.) adjournment.

I don't think your "welcome" rule is a prohibition against secrecy where secrecy is demanded.

Common sense should be obeyed.

I think common sense, and avoiding legal liability, is a higher "rule" than a customized, generalized "welcome rule".

I say, "Be welcoming - before and after your legal/disciplinary agenda item."

[hmtcastle]

I don't think your "welcome" rule is a prohibition against secrecy where secrecy is demanded.

Though it may be a prohibition against excluding general members from board meetings, in which case the secrecy would be imposed upon them as well. As noted, "welcome" is a very poor choice of words, open to various interpretations. But, to paraphrase Lincoln, the organization may little note, nor long remember what we say here. It's up to them to figure out if the welcome mat can be pulled out from under their feet.