re: Robert's Rules & Executive Session agenda

John,

I couldn't find anything specific for Missouri on executive sessions. Therefore, I offer this as a guide from the Fairfax County (VA) Community Association Manual:

Executive Sessions and Privileged Information:

Closed, executive sessions of the board are to discuss privileged, legal and/or private matters but only under very limited and specific subjects and circumstances. Executive sessions are not to be used to circumvent the open meeting requirements, to avoid the attending members, or to “skirt” nagging or contentious issues; the sole purpose of a closed executive session is to protect the privacy of these specific subjects only:

• personnel matters (employed staff or association members);
• consultation with legal counsel;
• contract discussion;
• pending or probable litigation;
• personal liability of members to the association; and
• punitive matters and hearings concerning violations of the declaration, covenants or rules, and consideration of levying assessments for such violations.

An executive session is only one part of an open board or membership meeting. A motion identifying the specific subject(s) and reason(s) for an executive session must be made, seconded, approved and recorded in the minutes of the open meeting. Following the closed session, the directors must reconvene in the open meeting and any agreement or decision resulting from the closed discussions must be voiced and substantially identified and/or voted in the reconvened open meeting for purpose of recordation in the minutes.

While agreements can be decided, no votes are permitted in such executive session because the laws prohibit secret voting in board matters. Too often, the purpose and legal provisions for executive session are misunderstood, and sometimes flagrantly misused. It is a clear violation of state law [VA] to adjourn the meeting to go into closed executive session” as many associations have routinely practiced. It is also a violation to convene and conduct an executive session prior to the start of any meeting regardless of how practical or well-intentioned the reason. The board could invite a lawsuit by enforcing a closed-session decision that was not substantially identified and recorded in a reconvened open meeting, and not publicized to the association members.

Hope this helps,

Tim

Many thanks,

appreciate the quick response. this site has been a real help my first year on the board. perhaps, i can, in my second year, ask more intelligent questions.

sincerely,

john

The vote to censure is worthless unless there is action explaining the nature of the censure. Our governor was censured by a part of the legislation body. He admitted his role in the reason for censure.

Where to find the records? In my association I have the right to review all documents not covered by lawyer client relationship. If this e-mail constitutes an official document of the association you have the right to see that, but you said you already have a copy, if that constitutes a legal document.

If this document is a legal document under the laws of your state and you feel you have been damaged by the existence of same and you have more to gain than you do if you lose, for whatever reason...........get a lawyer and sue them and claim damages.

Richard, have you ever considered the old advice Doctor Phil gives weekly. If what you are doing is not working for you..........don't do what you are doing over and over again, do it another way, what have you got to lose. None of us are put here to prove you right and your adversary wrong. ALL we can give is an opinion. Sounds like your BOD is not able to satisfy at least one member of the association. Sounds like your BOD is going down the road of no return. Sounds like problem has only brought hate and discontent.
Sounds like there are too many folks down and rolling around in the dirt. Do you have a problem........sounds like it!

Richard,

Even though the Board meets in executive session, there should have been minutes of that session. These minutes are not normally released to the general membership. In fact most States have laws the outright state the release of executive session minutes is not part of the records the membership has access to.

Therefore, if you wanted to take a look at those minutes, I suspect you would probably have to consult an attorney and maybe even get a court order.

I also believe that everyone can attest that the content of minutes vary from minute taker to minute taker. There is also very little mentioned in any law I have found or in any Association documents that specify what is to be included in the minutes or provide a format for taking of the minutes. This leaves a lot of gray area that never really gets addressed.

Having taken minutes myself, I know that if I am involved in the discussion the notes I take around that discussion are far less then when I'm just listening and taking notes. I would expect executive sessions to have a lot of discussion and very little if any minutes.

Tim

The BOD should announce what was decided on in ES not how it arrived at the decision or what evidence was heard. For example: In the ES of 12/15/09 the Board voted 5-2 to censure Richard. Except in California where enforcement action between the BOD and H/O is supposed to be confidential. And if the BOD took enforcement action without giving the H/O a chance to defend against the charge (in CA) they were wrong although a censure is meaningless.

In California, we are governing by the Davis-Stirling Act . Civil Code 1363.05(b)

(b) Any member of the association may attend meetings of the board of directors of the association, except when the board adjourns to executive session to consider litigation, matters relating to the formation of contracts with third parties, member discipline, personnel matters, or to meet with a member, upon the member's request, regarding the member's payment of assessments, as specified in Section 1367 or 1367.1. The board of directors of the association shall meet in executive session, if requested by a member who may be subject to a fine, penalty, or other form of discipline, and the member shall be entitled to attend the executive session.

Tim, I pulled the minutes from the December 17th Board Meeting and there is no mention whatsoever of the ES of November 30th. I have gotten 3 letters from their attorney, but it's never mentioned in any minutes. I have asked for a sit down and been refused three times. This is where our hard earned monies goes to. What it boils down to is mis-appropriation of Association funds to promote their personal agendas/ The PM runs the show. He was hired back in September, but when I spoke with the old PM it turns out that they reversed some of the budget numbers to make it look as if the new PM was cheaper, when in fact he is costing us more. When I asked for the full budget, they also sent that request to the attorney. I know all is not right and they figured out I know. They have dug themselves a hole and their actions are a way to try and dig themselves out.