Re: #06: Public resolutions

John Goerzen <jgoerzen(at)complete(dot)org> writes:

> On Mon, Mar 31, 2003 at 05:41:23PM -0700, Bdale Garbee wrote:
>> John Goerzen <jgoerzen(at)complete(dot)org> writes:
>>
>> > I can't see a need for any secret resolutions.
>>
>> If SPI ever has any paid employees, the board will need a mechanism for
>> dealing with personnel issues privately to meet legal obligations.
>
> Can you give a for instance?

A 501(c)3 that I served on the board for about 15 years ago had a single paid
employee, and there was a problem that necessitated termination of the
employee. Our legal council advised us that all discussion of the problem
should be in closed session to avoid violating the rights of the employee.

While it may seem easy in theory to craft a structure involving delegation
that might protect the board in this (or any other specific) case, I'd argue
that in practice there is always the chance that the board might need to meet
in closed session to discuss some event that we can't anticipate. It would
therefore seem prudent to me, as long as we're mucking with the bylaws, to
provide some mechanism for the board to meet and transact limited amounts of
business in closed session. I'm comfortable with the proposed requirement
that any such business require unanimous consent of the participating board
members.

Bdale