Executive Session

Started by AdamD1 • 10 replies • 1032 views

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AdamD1 (Indiana)
Posts: 179

Posted:

We are an all new Board. I probably have the most HOA knowledge, but am still lacking. President does not want to have a Special Meeting, because some Board members wanted to discuss some procedural mis-steps she has made (after she just ignores our emails). So, the Board got 2/3 approval to call a Special Meeting.

To keep this as professional and so as not to embarrass the president, we put an executive session on the agenda with "personnel matter" as a discussion point. President believes this can not happen as the Board can not discuss such things in executive session.

So, can it happen or no?

KerryL1 (California)
Posts: 14,550

Posted:

Welcome, Adam

Your HOA's bylaws should tell you how to call meetings and for what purposes. Often only the president or two directors may call a meeting; 2/3 of the board isn't needed unless in your bylaws.

Your bylaws also discuss the various types of meetings. They will say how to conduct a special meeting, e.g., there must be a topic listed on the agenda.

It sounds like you want to have a special meeting on Procedural Issues. It sounds like then you want to adjourn into ex. sess. to discuss the president's procedural "missteps."

But, instead, can't your board simply discuss and vote--in a special, but open meeting--on the correct procedures to use? Is there any real need to name the prez and her particular errors? If she's in the minority voting to do it "her way," then meeting procedures will be what the majority of the board wants?

But....what in the world are these "procedural issues?"

Sheila will have some good insights into IN, specifically, I imagine.

AdamD1 (Indiana)
Posts: 179

Posted:

To answer your question.. our bylaws state 2/3. Our bylaws discuss calling Special Meetings, which we have followed to the T.. but the word "agenda" never appears in our entire governing documents.

Special meeting will cover three important tasks, one being standards/operating procedures. Sure we can do it in an open meeting and never mention her by name or anything. But we are a small group that has gotten along fairly well. It's like the big elephant in the room. Keep in mind, no one has ever come to our meetings...ever. The executive session would just be as a courtesy to the president. Am I missing something here?

JohnC46 (South Carolina)
Posts: 14,265

Posted:

Adam

do not interpret a Special Meeting to be for the BOD only but one called for my association members.

That said, when you say 2/3rds of the BOD voted to approve a Special Meeting to chastise her, why not just call for an election of officers and remove her from being President? If you have 2/3rds, go for the Gold.

BenA2 (Texas)
Posts: 1,273

Posted:

Your state code probably dictates when you can have an executive session. Discussing personnel matters usually is a valid reason for going into executive session but board members are not normally considered personnel, so I don't think you should go into executive session unless your state code allows it for another reason.

KerryL1 (California)
Posts: 14,550

Posted:

Well, I think I'm missing something, Adam. If the purpose is to clarify and maybe elaborate on Board procedures, there is no reason to mention the prez's name so her privacy is protected. The open meeting would have the various directors give their opinions of the various procedures, make motions and vote.

didn't man to throw you with the word "agenda." Perhaps it's in your IN corp. codes where, for a special meeting, the items to be discussed and voted on are listed on an agenda. No other matters may be (in the usual cases) added to this agenda. This helps keep everyone on track nd on topic vs. wandering all over the place.

AdamD1 (Indiana)
Posts: 179

Posted:

Good point here.. So to clarify my question... what topics can be raised in Executive Session? Also, if there needs to be a candid discussion about a Board member's behavior, how would that take place if doing it offline (in person or email) has failed?

I DO NOT want to remove this Board member, just have a candid feedback session where we can all get on the same wave length. Is that even possible?

JohnC46 (South Carolina)
Posts: 14,265

Posted:

Adam

Calling for an Officer Election does not remove the person from the BOD. Regardless of the election results the person will still be on the BOD.

KerryL1 (California)
Posts: 14,550

Posted:

Adam, our Board has discussed the discipline of committees, individual committee members and directors maybe 5 times over the past 11 years in Ex. Sess. With you, I can think of no way these issues can be discussed frankly in an open meeting. Since "personnel matters" is such a gray area, we just go ahead and do it in ES.

In each case, the board has voted that the director, person or committee never engage in that conduct again and the person has apologized and stated they wouldn't repeat that behavior. The directors' vote and person's apology both have been in our ES minutes. Our Board sees this as a lighter form of censure as in Robert's Rules of Order.

If you could share the procedural issue with us, we might have different advice.

AdamD1 (Indiana)
Posts: 179

Posted:

So it's just overstepping on her part. She micromanages and offers HOA work (that currently is being competently handled by a committee which I co-chair) to random homeowners without even discussing it with the Board or Committee. She is always doing things on her own, representing the Board, yet the rest of us have no idea what is being said or what she is promising as a Board representative. She has a good heart, but needs to get reigned in a bit, IMO. I like her, and but working alongside her as a Board member has been challenging at times due to the micromanaging. A couple Board members have tried to discuss this with her via email, but she refuses to acknowledge our concerns. That's where I'am at right now, so I thought, since it's a rather delicate subject, this should be done during an executive session. Am I wrong with this thinking?

I listed the issue on our agenda as Personnel Matters as a subcategory for our ES. Is that correctly worded?

AdamD1 (Indiana)
Posts: 179

Posted:

Also, we have an attorney for our HOA and she insists that all calls to him must have two Board members - we get free 15 minute phone calls with him daily if needed per our contract. However, when she placed a call to him recently, and no Board member was able to be on the conference call, she just had her husband on the line to be on the phone call. So she skirts around her own procedures as well.

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