[Eg-oversight-board] Draft of Executive session wording

Wed May 25 09:56:01 EDT 2016

Thanks Ron, those procedures seem very reasonable. They both allow the
community to be aware that discussions are happening, and they also reduce
the possibility of some board members not having enough notice in order to
be able to participate.

If there are truly reasons for an emergency meeting to be called without a
standard meeting notice time period, perhaps they can be clarified - just a
suggestion, but maybe they can only be called if all Board Members can
attend instead of just a quorum?

In response to Mike:

>> Should we make it explicit that, unless otherwise mentioned, all meeting
rules remain the same?<<

Yes, I think that would be helpful.

>>Perhaps it would be worthwhile to evaluate some non-normative examples of
reasons for a session in this discussion, so that everyone is on
the same page.  Terran, do you have any you would like to bring up
specifically?<<

To be honest, I have not been able to think of any especially good reasons,
which is why I am putting so much emphasis on these rules being
unquestionably clear. You mentioned that current board members have access
to records of previous Executive Sessions - where are those stored? Perhaps
if I review those I'll gain a better understanding of the types of
sensitive issues that the Board has faced in the past.

Another sentence that I have a question about is:

"Those communications should be treated as privileged and confidential
unless the legal counsel of the SFC and the officers of the Board
specifically agree that the information, or portion thereof, may be
discussed publicly."

I would like "officers of the Board" to be clarified - does that mean that
all of the officers should agree? Or a majority of officers? Or should it
really be a majority of the Board?

Thanks,
Terran

Terran McCanna
PINES Program Manager
Georgia Public Library Service
1800 Century Place, Suite 150
Atlanta, GA 30345
404-235-7138
tmccanna at georgialibraries.org

On Wed, May 25, 2016 at 8:43 AM, Gagnon, Ron <gagnon at noblenet.org> wrote:

> Grace and all,
> In experiences I have heard of, which is backed by Robert's Rules, a
> regular board meeting happens and then there is a vote to go into executive
> session.  So in light of that, the existence of the executive session is
> known as part of the regular meeting minutes, but not the subject or the
> content.  And the executive session only happens if there is a majority
> willing to do so.  I believe one then closes the executive session, and if
> there is no other regular business, adjourns the meeting.
>
> A special meeting can be called, the executive session does not have to be
> within a regularly-scheduled meeting, and the special board meeting will
> have the usual notice and minutes requirements.
>
> Ron
>
> On Tue, May 24, 2016 at 6:25 PM, Grace Dunbar <gdunbar at esilibrary.com>
> wrote:
>
>> Sorry for the noise... My thumbs are extra thumby today.
>>
>> Ron and Ruth, I know both of you have a lot of Board experience outside
>> of the EOB. In your experience, what's the"norm" with regard to notice of a
>> meeting or other issues Terran raised?
>> Grace
>>
>> sent from my phone, apologies for brevity and autocorrect
>> On May 24, 2016 6:22 PM, "Grace Dunbar" <gdunbar at esilibrary.com> wrote:
>>
>>> sent from my phone, apologies for brevity and autocorrect
>>> On May 24, 2016 5:37 PM, "Mike Rylander" <mrylander at gmail.com> wrote:
>>>
>>>> Terran,
>>>>
>>>> Regarding calling an Executive Session: "the Chairperson, the Vice
>>>> Chairperson, or any three (3) Board members may call an Executive
>>>> Session of the Board."  No change to meeting and voting quorum is
>>>> mentioned, so my reading is that those remain the same as for any
>>>> other meeting.  Does anyone read that differently?  Should we make it
>>>> explicit that, unless otherwise mentioned, all meeting rules remain
>>>> the same?
>>>>
>>>> Participation seems clear to me: "only members of the body that is
>>>> meeting and special invitees as the body or its officers determine to
>>>> be necessary are allowed to attend."  Grace and Ruth, maybe "the body
>>>> that is meeting" in the third paragraph should be replaced by "the
>>>> EOB" to be explicit?
>>>>
>>>> As to explicitly prescribing specific acceptable reasons for calling
>>>> an Executive Session, I worry that would have a chilling effect on the
>>>> ability of the Board to address potentially sensitive issues.  That, I
>>>> think, is something we don't want to invite.  The point of creating a
>>>> framework for these rare cases is to remove the chilling effect of
>>>> publicly discussing sensitive topics, and I don't think we should
>>>> replace one with another.
>>>>
>>>> Public announcement is an interesting question.  An Executive Session
>>>> is often, by its nature, a "time is of the essence" issue, so I don't
>>>> think a public announcement before hand should be required, or even
>>>> desirable in some cases.
>>>>
>>>> I am on the fence as to whether publicly reporting the existence of
>>>> such a session after the fact should be required, since the relevant
>>>> individuals, present and future Board members, will have access to the
>>>> institutional memory and content of the event.  Also, the timing of an
>>>> Executive Session may well imply its content -- out of band
>>>> information leakage, to put it in technical parlance -- so maybe
>>>> reporting the occurrence of such a session should be something that is
>>>> addressed as a matter of course during the session, with the default
>>>> being "no disclosure."  I'm open to any opinions here, but I see it as
>>>> a mild chilling risk to important action the Board may want to take to
>>>> protect the Project.
>>>>
>>>> Perhaps it would be worthwhile to evaluate some non-normative examples
>>>> of reasons for a session in this discussion, so that everyone is on
>>>> the same page.  Terran, do you have any you would like to bring up
>>>> specifically?
>>>>
>>>> Thanks,
>>>>
>>>> --
>>>> Mike Rylander
>>>>  | President
>>>>  | Equinox Software, Inc. / Open Your Library
>>>>  | phone:  1-877-OPEN-ILS (673-6457)
>>>>  | email:  miker at esilibrary.com
>>>>  | web:  http://www.esilibrary.com
>>>>
>>>>
>>>> On Tue, May 24, 2016 at 4:56 PM, Terran McCanna
>>>> <tmccanna at georgialibraries.org> wrote:
>>>> > Grace and Ruth,
>>>> >
>>>> > Thank you for the hard work that's been put in already.
>>>> >
>>>> > I've been mulling it over since yesterday, and I think overall it
>>>> reads very
>>>> > well, but that it should be more explicit about what types of
>>>> situations
>>>> > would constitute the need for an Executive Session or for a private
>>>> email
>>>> > list conversation to ensure that they are only used if absolutely
>>>> necessary.
>>>> > The current language is somewhat vague and words like 'sensitive' and
>>>> > 'prudent' can be subjective.
>>>> >
>>>> > I know that none of us want to give anyone a reason to think that the
>>>> EOB is
>>>> > making decisions behind closed doors, or even worse, for a private
>>>> meeting
>>>> > to actually end up causing accusations of  unfairness / abuse of
>>>> power /
>>>> > conflict of interest / etc. that may have been avoided had the
>>>> meeting been
>>>> > open in the first place.
>>>> >
>>>> > Perhaps incorporating a few example scenarios of situations that
>>>> would call
>>>> > for an Executive Session would be useful to help clarify the need,
>>>> both for
>>>> > the community members, and for those of us who may be on the fence as
>>>> to
>>>> > whether a problem should be discussed openly or privately.
>>>> >
>>>> > I think it would also be useful if it were clearer about the
>>>> scheduling and
>>>> > participation of an Executive Session... Do these meetings follow the
>>>> same
>>>> > quorum rules as the public meetings? Do the meetings get posted when
>>>> > scheduled so that the community knows that they are happening? Do
>>>> they have
>>>> > to be scheduled with a certain amount of lead time to allow all board
>>>> > members to arrange their schedules, or can they be called at any time?
>>>> >
>>>> > Regards,
>>>> > Terran
>>>> >
>>>> >
>>>> >
>>>> > Terran McCanna
>>>> > PINES Program Manager
>>>> > Georgia Public Library Service
>>>> > 1800 Century Place, Suite 150
>>>> > Atlanta, GA 30345
>>>> > 404-235-7138
>>>> > tmccanna at georgialibraries.org
>>>> >
>>>> >
>>>> > On Mon, May 23, 2016 at 2:18 PM, Grace Dunbar <gdunbar at esilibrary.com
>>>> >
>>>> > wrote:
>>>> >>
>>>> >> Hi all,
>>>> >> Ruth and I have been working on the wording of adding language to the
>>>> >> Rules of Governance regarding the Executive Session.  I have not
>>>> checked in
>>>> >> with the SFC yet for their input as I wanted to hear from the group
>>>> if they
>>>> >> felt that this was on the right track.
>>>> >>
>>>> >> Any/all thoughts are welcome.
>>>> >> Cheers!
>>>> >> Grace
>>>> >>
>>>> >> --
>>>> >> Grace Dunbar, Vice President
>>>> >> Equinox - Open Your Library
>>>> >> gdunbar at esilibrary.com
>>>> >> 1-877-OPEN-ILS  |  www.esilibrary.com
>>>> >>
>>>> >>
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>>>> >>
>>>> >
>>>> >
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>
>
> --
> Ronald A. Gagnon
> Executive Director
> North Of Boston Library Exchange (NOBLE)
> Danvers, Massachusetts  01923
> 978-777-8844
> www.noblenet.org
>
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