Executive Session Actions

[Guest Bob McFarland]

Non profit corporation Board of Directors meet in Executive Session (closed meeting, without minute taking) makes a decision regarding settlement terms of a lawsuit.

Must the decision be ratified by a recorded motion made outside of the Executive Session during a regular meeting of the Board?

[Kim Goldsworthy]

Non profit corporation Board of Directors meet in Executive Session (closed meeting, without minute taking) makes a decision regarding settlement terms of a lawsuit.

Must the decision be ratified by a recorded motion made outside of the Executive Session during a regular meeting of the Board?

If Robert's Rules of Order applies, and you have no superior conflicting rule, then the answer is "No."

There is no double voting. - A vote conducted in an executive session is just as valid as a vote conducted in open session.

Some organization are subject to "sunshine" laws. Such organization might be compelled to things, or restricted from doing things, to comply with state law.

But those state laws are not anything from Robert's Rules of Order Newly Revised (RONR 10th edition 2000).

[Guest Bob McFarland]

If Robert's Rules of Order applies, and you have no superior conflicting rule, then the answer is "No."

There is no double voting. - A vote conducted in an executive session is just as valid as a vote conducted in open session.

Some organization are subject to "sunshine" laws. Such organization might be compelled to things, or restricted from doing things, to comply with state law.

But those state laws are not anything from Robert's Rules of Order Newly Revised (RONR 10th edition 2000).

[Guest Bob McFarland]

Maybe my post was not clear enough - President of the organization is insisting that the motion / action made in Executive Session must be made known to the general membership by recording it "outside" of executive Session. In our organization Executive Session matters (legal & employee issues) are decided in closed meeting.

[Kim Goldsworthy]

President of the organization is insisting that the motion / action made in Executive Session must be made known to the general membership by recording it "outside" of executive Session.

FALSE!

Your president is not citing anything close to Robert's Rules of Order.

In our organization Executive Session matters (legal & employee issues) are decided in closed meeting.

TRUE!

That is one common purpose of executive session.

But voting twice is NOT anything from Robert's Rules of Order.

If your president starts asserting that "You cannot vote inside executive session," then, again, your president is WRONG, if he thinks that is the rule in Robert's Rules of Order.

[Trina]

Non profit corporation Board of Directors meet in Executive Session (closed meeting, without minute taking) makes a decision regarding settlement terms of a lawsuit.

Must the decision be ratified by a recorded motion made outside of the Executive Session during a regular meeting of the Board?

I think this is part of the source of your confusion. It is perfectly proper to make decisions in executive session, and, as Mr. Goldsworthy noted, there is no requirement to redo (or record) the same decision again in regular session. However, minutes are to be kept in executive session, exactly as they are for a regular meeting -- so there should indeed be a record of what was done in executive session. Keep in mind that the general membership always has the right to order the minutes of board meetings read to them at a general membership meeting, and that this includes the right to have the minutes of a board meeting held in executive session read to them (see RONR p. 470 ll. 7-10).

If minutes were not prepared for the meeting in executive session, that error should be corrected.