Executive session

I've never heard of an ES meeting that was not a part of an officially called meeting (with a motions to go into the ES session) So . . No. ES meetings cannot be held by its own. Your Board is having Special Meetings - or an illegal board meeting. The purpose (reason) of the ES meeting has to be stated for the record. No other business can be discussed other than the stated subject.

Minutes CAN be taken at an ES - they are kept separate from the regular board minutes and proceeings are bound to secrecy by all who attend those ES meetings. It's usually personnel issues, disciplinary actions,private hearings with an H/O is arrears, or legal matters that are the subject to ES meetings.

However . . . if your bylaws give the Board power to meet like this, then so be it. (I doubt it)

If it ain't in writing, it doesn't exist.

So, unless this is covered in your own documents, state statutes, or other governing rules, then the power does not exist.

"motioning to go into ES" IS covered in Roberts Rules - but NOT how you are describing they way your board does it.

Instead of trying to prove how NOT to do something, educate them on how TO DO what they need to accomplish. Perhaps the board just wants some privacy. I don't blame them.

I am not one who advocates having an audience to all parts of a board meeting. I think it stifles open debate. The Board should speak with one voice. How that happens must be allowed sometimes in privacy.

Encourage them to have announced work sessions - chances are, no one will show up if it's held early Sat. or Sun. AM

Robert, have you looked up the statutes of your state? In Florida, the statutes clearly lay out the circumstances in which a private board meeting can be held. If your board is violating state law you have a right to submit a formal complaint against the board.

Deirdre,
Thank you for your advice and interest. This has been a long standing problem that has gotten worse. The old slate will be gone next month and a new one seated. I look for things to improve dramatically. However, I would like to get the proper procedures listed and incorporated into our documents at some point.
The Board's decision to do this kind of stuff is simply a function that no one objects. Apathy problem.
Just this morning the current president was approached and asked if the next scheduled Board meeting is a Executive Session or a Board Meeting? His answer was an ES. When asked what was the stated reason for this meeting he was told to: Discuss the Annual Meeting and an owner had made a request to be put on the agenda. The owner (I believe) is the Presidents wife. Now both these items should be handled in a Regular Board mmeting........clearly. Now, if they run true to form they will at sometime, whenever they decide to hold a Board meeting, state that an ES was held on (whatever date) and no decisions were reached and no votes were taken. Board clearly out of control.
I want this whole business to be made transparent and a resolution by the next board that this practice is improper and will not be repeated.

I have checked all state statutes and anything else I can think of, but this kind of stuff is so far beyond the pale, there is no reference to it. It is sort of like, the Board saying, I am going to sell tickets to the Blah Blah Private institute Ball and if I can't sell 300 tickets, I will assess each owner $50.00. I doubt if you will find anything that says you can't do this specific thing, but that does not make it proper to do it. I have also talked with different groups privately about this practice, and their respond was they think it is wrong, but, finding a specific reference is another problem all together.