#06: Public resolutions

Bdale Garbee bdale at gag.com
Tue Apr 1 16:05:24 UTC 2003

John Goerzen <jgoerzen at complete.org> writes:

> On Mon, Mar 31, 2003 at 05:41:23PM -0700, Bdale Garbee wrote:
>> John Goerzen <jgoerzen at complete.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


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