BOD Executive Sessions (Mollie)

Sometimes boards enter into executive sessions to discuss sensitive matters that the members don’t want heard by a larger populace — either by visitors to the board meeting or through meeting minutes.

At the Board of Directors meeting in swanky Palm Springs this past November, the board entered into executive session five times:

Executive Session I: “After bringing the discussion to an end, Chairman Muchow welcomed the members of the Commission on Constitutional Matters to the next portion of joint meeting, and introduced the chairman of the Blue Ribbon Task Force on Synod Structure and Governance, Robert Greene. A motion “to move into executive session to receive the task force presentation” was introduced by board members and carried.”

Executive Session II: “As Synod legal counsel Sherri Strand of Thompson Coburn LLC prepared to provide her report, a motion “to move into executive session to receive the legal report” was introduced and carried.”

Executive Session III: “As the KFUO Committee prepared to give its report, a motion “to move into executive session to hear the report from the KFUO Committee” was introduced and carried.”

Executive Session IIIb: “Later in the meeting, a motion “to move into executive session to continue discussion of the KFUO Committee report” was introduced and carried.”

Executive Session IV: The BOD authorized the formation of a Vietnam corporation for the purpose of operating a school in Hanoi, to be owned by LCMS Holdings Limited as recommended by the Board for
Mission Services. “Following the action, a motion “to move into executive session to discuss a related matter” was introduced and carried.”

While Executive Sessions can certainly be overused, it’s impossible to know whether that’s the case from the outside. If a majority of the board so desires, the entire meeting can basically be conducted in privacy. Still, I’m wondering what they were discussing with KFUO, legal and particularly the Blue Ribbon Task Force matters. I mean, what could possibly need to be kept secret about the Blue Ribbon Task Force?


Comments

BOD Executive Sessions (Mollie) — 7 Comments

  1. Here is the entire text found between session IIIa and IIIb (Mollie’s numbering) (found on page 5 of the minutes):

    Following the presentation of the report and ensuing discussion, a motion “to move out of executive session” was introduced and carried. Later in the meeting, a motion “to move into executive session to continue discussion of the KFUO Committee report” was introduced and carried.

    What else did the board discuss between IIIa and IIIb that wasn’t recorded? It says “Later in the meeting”, meaning other things were discussed and not documented?

  2. According to the Board of Directors Policy Manual, Section 2.4.6, the following items shall be regarded as taking place in executive session:

    2.4.6.2 All legal reports and discussion
    2.4.6.2.1 All Human Resources reports and discussion
    2.4.6.2.2 All requests for response from the Commission on Constitutional Matters.

    When going into an executive session, it would be beneficial to specify in the minutes the designated reason for doing so.

  3. If I am not mistaken the open meetings act requires that any decisions made in executive session need to be recorded in the minutes.

    Pastor Rossow

  4. Carl:

    I don’t believe the Sunshine laws are applicable because the LCMS is a private organization and not a government (or quasi as defined in statutes) entity.

    Tim

  5. Someone check me if I’m wrong, but I don’t see where the Blue Ribbon Task Force report falls under section 2.4.6 of the BoD manual. Am I misreading that?

  6. Tim – Yes, that is what the RSMo 610.010(4) defines as “public governmental body.”

    Pr. Mathey – No, you are not misreading Section 2.4.6.

    On the other hand, as Mollie noted, the first of several executive sessions included members of the Commission on Constitutional Matters. In their interpretations of Synod bylaws and rules, the CCM has in the past shown that they are not restrained by grammar and logic, or even by what is actually printed in a document. So, you may not have read what they decide to see.

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