ResolutionNumber: G-03
Year: 2004
Title:   REQUIRING REASONS WHY THE BOARD MUST MEET IN EXECUTIVE SESSIONS
Resolved:


WHEREAS the AIUSA Board of Directors is the highest governing body of AIUSA;

WHEREAS the decision-making process of the AIUSA Board should not be secret, any more than the decision-making process of the U.S. Congress should be secret;

RECOGNIZING that certain matters to be considered by the AIUSA Board are confidential issues, such as salary determinations, and therefore consideration of a few matters may be appropriately limited to executive session (where no members may attend the Board meeting or committee meeting unless invited and minutes are not circulated to the membership);

NEVERTHELESS noting with very grave concern that the AIUSA Board and AIUSA Board Executive Committee have been meeting in executive session over matters that are widely considered to be controversial rather than confidential, leading to a failure of transparency and a loss of trust in the AIUSA Board;

NOTING that the members of AIUSA deserve to know who supports secrecy within Board decision-making and why secrecy is deemed necessary;


THEREFORE BE IT RESOLVED: that (a) prior to entering executive session and prior to moving to a new topic within executive session, the Board (or Executive Committee or Standing Committee) must pass by a majority a motion providing the reason why secrecy is necessary for the topic of the executive session, and (b) the vote on this motion must be recorded and reported to AIUSA members in the minutes, along with the names of the Board members who vote in favor and opposition. In the following four cases, no vote shall be necessary for an executive session to be called:

1. Determining the slate of Board candidates for the next election;

2. Determining the International Council Meeting delegation;

3. Holding Board Officer elections; and

4. Deciding the Executive Director’s contract and performance evaluation.