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Executive Sessions
Procedures and policies on calling Executive Sessions
Board of Trustees
An executive session of the Board of Trustees may be called by the president if needed to discuss sensitive business issues or other issues that require confidentiality. Executive sessions of the Board are limited to the voting members of the Board and the executive vice president; legal counsel and/or additional members of the staff or third parties may be invited to participate in executive sessions as appropriate, as agreed by the president and the executive vice president.
Executive Committee
An executive session of the Executive Committee may be called by the president: 1) for the purpose of reviewing the performance of the executive vice president; or 2) to discuss sensitive business issues or other issues that require confidentiality. Executive sessions of the Executive Committee are limited to the voting members of the Committee and the executive vice president. Legal counsel and/or additional members of the staff or third parties may be invited to participate in executive sessions as appropriate, as agreed by the president and the executive vice president. The Committee may meet in executive session without the executive vice president when conducting the executive vice president’s performance review, as determined by the president.
Policies Applicable to Both
During an executive session of the Board or the Executive Committee, only topics within the purpose for which the session was called may be discussed. Discussion and/or motions that include other issues shall be ruled out of order.
Any action that is taken during an executive session will be recorded in confidential minutes. No record of the discussion and no attribution of specific comments to particular participants shall be made. Members of the Board and the Executive Committee, both past and present, shall not discuss issues deliberated in executive session with individuals who were not part of the executive session. At the outset of the session, and at the conclusion of the session, the president shall advise the attendees of the foregoing confidentiality obligations, and the minutes shall reflect the same.