Recording Minutes of Executive Session

[Guest Stu Campbell]

At our audit committee meetings we hold an executive session. This session allows committee to discuss topics without management present. The challenge we are running into is , How does committee record activity during executive session in minutes. These minutes are typical made public to management. Shoudlwe have two sets of minutes? Suggestions?

[abcdave]

At our audit committee meetings we hold an executive session. This session allows committee to discuss topics without management present. The challenge we are running into is , How does committee record activity during executive session in minutes. These minutes are typical made public to management. Shoudlwe have two sets of minutes? Suggestions?

Minutes should always contain only what was done - not what was said. Any discussions remain confidential.

[Matt Schafer]

Minutes should always contain only what was done - not what was said. Any discussions remain confidential.

However, any actions taken in executive session should be recorded in minutes. Mr. Campbell and his committee should decide if the actions taken during executive session (motions and resulting votes) should remain confidential, or if it is only the discussion that is confidential. If, while in executive session, the committee decides that it is only the discussion that is secret, or the committee decides to remove the secrecy requirement, then the regular minutes can reflect the actions taken.

If the committee decides that the motions themselves should also be secret, then two sets of minutes would be needed. The minutes of the executive session can only be read or acted upon while in a future executive session, so the regular minutes (which are publicized to some extent) cannot contain the activity of executive session.

RONR (10th ed.), p. 93, l. 16-25.

[Rob Elsman]

At our audit committee meetings we hold an executive session. This session allows committee to discuss topics without management present. The challenge we are running into is , How does committee record activity during executive session in minutes. These minutes are typical made public to management. Shoudlwe have two sets of minutes? Suggestions?

The form and contents of the minutes of a meeting held in executive session are the same as for a public meeting, but the minutes are not made available for inspection by non-members of the board without the permission of the board. There is no need to have two minute books; the secretary just doesn't make the minutes available for inspection.