Speaking with a Laywer

[carlw1@earthlink.net]

Q. A Board of Directors wishes to speak to with their lawyer about legal issues where client lawyer confidentiality is required. Is the Board required to admit members of the whole organization to the meeting. Below is the passage from the Bylaws about Board of Directors Meetings.

Section 9.02 Board of Directors Meetings:

(a) Regular meetings of the Board of Directors shall be open to all members and shall be held every month on the first Thursday of each month.

[Rob Elsman]

Q. A Board of Directors wishes to speak to with their lawyer about legal issues where client lawyer confidentiality is required. Is the Board required to admit members of the whole organization to the meeting. Below is the passage from the Bylaws about Board of Directors Meetings.

Apparently, your question has more to do with the society's own rules than anything in RONR.

[Gary Novosielski]

Q. A Board of Directors wishes to speak to with their lawyer about legal issues where client lawyer confidentiality is required. Is the Board required to admit members of the whole organization to the meeting. Below is the passage from the Bylaws about Board of Directors Meetings.

Apparently they are, but you've only quoted paragraph a) which deals with regular meetings. Presumably there are other paragraphs after that, which may offer them other options.

It's not clear to me who is the client in this instance. Is it only the board, or is it the organization as a whole? That may matter. But what matters most is what the rest of the bylaws say. Interpreting the effect of the bylaws from one small piece is really not possible.

[carlw1@earthlink.net]

Apparently, your question has more to do with the society's own rules than anything in RONR.

Mr. Elsman,

I do wish to enhance my learning of Parliamentary Procedure, as the parliamentarian for our organization I have questions that I would like to ask of real world people. I feel through these Q&A's I will derive a better understanding of how to apply RONR to the real world.

Can you direct me to someone who is capable and willing to discuss these types of issues?

[Rob Elsman]

Mr. Elsman,

I do wish to enhance my learning of Parliamentary Procedure, as the parliamentarian for our organization I have questions that I would like to ask of real world people. I feel through these Q&A's I will derive a better understanding of how to apply RONR to the real world.

Can you direct me to someone who is capable and willing to discuss these types of issues?

As far as the rules in RONR are concerned, there is no prohibition on the executive board's meeting in executive session. In fact, in many societies, the executive board customarily meets in executive session to transact all of its business. Take a look at RONR (10th ed.), pp. 92, 93. However, your organization seems to have derogated from the general rule by the adoption of the bylaw you cited.

[carlw1@earthlink.net]

As far as the rules in RONR are concerned, there is no prohibition on the executive board's meeting in executive session. In fact, in many societies, the executive board customarily meets in executive session to transact all of its business. Take a look at RONR (10th ed.), pp. 92, 93. However, your organization seems to have derogated from the general rule by the adoption of the bylaw you cited.

If I understand you correctly, the board meeting must be open to the general membership because of the bylaws even if private consultation with the board by its lawyer is what is desired?

If so I would think a bylaw amendment would be in order.

[carlw1@earthlink.net]

Apparently they are, but you've only quoted paragraph a) which deals with regular meetings. Presumably there are other paragraphs after that, which may offer them other options.

It's not clear to me who is the client in this instance. Is it only the board, or is it the organization as a whole? That may matter. But what matters most is what the rest of the bylaws say. Interpreting the effect of the bylaws from one small piece is really not possible.

Yes there is a another paragraph for special meetings and the language "open to all members" is absent. Leaving the option to hold an executive session of the board of directors. Problem is there are 22 members of the board and it's difficult to schedule a special meeting on short notice where they would have quorum.

[Gary Novosielski]

Yes there is a another paragraph for special meetings and the language "open to all members" is absent. Leaving the option to hold an executive session of the board of directors. Problem is there are 22 members of the board and it's difficult to schedule a special meeting on short notice where they would have quorum.

Sadly, RONR contains no exemption from following your bylaws if doing so would be difficult.

[Rob Elsman]

If I understand you correctly, the board meeting must be open to the general membership because of the bylaws even if private consultation with the board by its lawyer is what is desired?

If so I would think a bylaw amendment would be in order.

I have made no attempt whatsoever to interpret the meaning of the bylaw nor its application to any particular circumstance. Doing so falls outside the scope of this forum.