Understanding When Board Meetings Can Go Into Executive Session Despite Open Meeting Laws

When Can Board Meetings Go Into Executive Session Despite Open Meeting Laws? An organization often has bylaws in place that mandate all meetings must be open and transparent. Yet, does this preclude the board from holding executive sessions to discuss confidential matters? This confusion is a common one faced by members of governing bodies in private and public sectors.

Interplay Between Bylaws and Executive Sessions

Boards of directors must operate within the framework established by their organizationrsquo;s bylaws. Bylaws are the governing documents that outline the rules, procedures, and processes for the operation of an organization. These documents are designed to ensure the organization operates fairly, efficiently, and in accordance with its principles.

However, bylaws typically do not cover every conceivable situation. As such, board members often consult supplementary rules or reference documents to clarify or expand upon bylaw stipulations. One such resource is Robert's Rules of Order, a widely recognized guide for running meetings and conducting business.

Role of Robert's Rules of Order

Robert's Rules of Order (often abbreviated as RRO) is a detailed guide to the procedures of conducting meetings, deliberating, and voting, which is widely used in organizations of all sizes and types. Although a bylaw might mandate that all meetings be open to public attendance, RRO provides clear guidelines on how to hold executive sessions where confidential matters can be discussed.

What Constitutes an Executive Session?

In the context of organizations, an executive session is a meeting of the board or a committee where the discussion is not open to the public. These sessions are legally permissible when they involve topics that need to remain confidential for the protection of the organization or individuals. Examples include:

Personnel issues, such as disputes between employees Confidential negotiations with third parties Matters involving legal counsel Financial concerns that need protection from competitors

Compliance with Open Meeting Laws

Even though executive sessions are allowed, it is crucial that the organization complies with any relevant open meeting laws. These laws are designed to ensure transparency and accountability in public decision-making by requiring state or federal officials to hold public meetings and maintain public records.

Itrsquo;s important to note that simply stating a meeting is an executive session does not exempt it from oversight and regulatory requirements. Boards need to ensure that any action taken during an executive session is permissible under both the bylaws and any applicable laws.

Steps to Take When Needed

When a board is considering holding an executive session, the following steps should be taken:

Notify the Public: Even for executive sessions, it is essential to provide notice to stakeholders. This notice should clearly state that the session will be held in private, and why it is necessary. Transparency: Minutes of executive sessions, when possible, should be made available to the public, though they may be redacted to protect sensitive information. Prepare for Public Perception: Boards should be mindful of the public perception of executive sessions. Transparency in the decision-making process can build trust and credibility. Consult Legal Counsel: Before holding an executive session, boards should consult with legal counsel to ensure compliance with all relevant laws and bylaws.

Conclusion: While the bylaws of an organization mandate that all meetings must be open, the bylaws cannot cover every situation. Boards can rely on supplementary rules like Robert's Rules of Order to address the need for executive sessions. By taking the necessary precautions and ensuring compliance with both bylaws and open meeting laws, boards can maintain transparency and confidentiality as needed.