This is what our Executive Committee strives for 123 Up And Adam executive committee charter and responsibilities are included below. These will be reevaluated yearly.

This is what our Executive Committee strives for 123 Up And Adam executive committee charter and responsibilities are included below. These will be reevaluated yearly.

First, I want to talk about the difference between these two groups the

“Executive Committee” and the “Board of Directors” 123 Up And Adam, Inc shall consist of an Executive Committee which shall work on major issues and report to the full board. 123 Up And Adam, Inc’s board of directors is the nonprofit’s  governing body.

The Board of Directors shall ensure that the organization carries out its charitable mission and complies with the requirements of its tax-exempt status.

The executive committee on the other hand (which the Board may establish as 123 Up And Adam, Inc gets more volunteers for its committees). Will includes the board’s officers president, treasurer, secretary and all chairpersons of all the other committees. Although the members of the executive committee hold the board’s leadership positions, the committee differs from the board in the scope of its authority and its ability to act independently.

123 Up And Adam’s organizing documents, which are the Articles of Incorporation and Bylaws:

  • Detail the authority and powers of the board and its committees
  • The documents dictate the required number of board members and provide for the creation of committees and appointment of committee chairs.

As I have mentioned the board of directors shall adopt these other committees like the Finance, Audit and Executive Committee. These Committees shall focus on specific issues, which will allow for closer attention to specific tasks. The Executive Committee, I mention earlier will answer to the full board and will be chaired at first by the president of 123 Up And Adam then at its annual business meeting it will take a vote to elect a new chairperson from among the chairpersons of 123 Up And Adam’s committees. 

Executive Committee 

  1. The Executive Committee will be made up of the organization’s officers, and all the other committee “Chairpersons” which 123 Up And Adam, Inc has incorporated.
  2. The executive committee, still answers to the entire Governing Board of Directors and is bound by the Board’s voting power and the provisions of its organizing documents.

123 Up And Adam, Board of Directors will look at giving the Executive Committee  broad powers to act on its behalf between meetings and when addressing urgent situations. compensation decisions and performance evaluation.

123 Up And Adam, Inc’s board size, and the complexity of the nonprofit’s assets and operations will determine how much authority to act independently we actually grant this Executive Committee. Or we may decide not give authority to act without the approval of the full board. What is for certain at this time is that preparation of this Executive committee is under way. The organization’s website will have this and all other committee charters for the public to view. Other internal memos will be available as time permits.

The executive committee will function like the other committees in meeting independently to hammer out solutions or gather information, followed by reports to the full board for voting and decision-making.

The founder has approved that the executive committee be incorporated within 123 Up And Adam, Inc and decided in the best interest of 123 Up And Adam, Inc to publicly display this and other committees charter and responsibilities.  I Manuel A. Martinez take full responsibility for any adverse effect this may have on the organization.     

Executive Session Documentation and Guidelines

This document provides guidelines and procedures for implementing Executive Session discussions and the handling of related materials in accordance with 123 Up And Adam, Inc Bylaws and Policies, and Robert’s Rules of Order.

Implementation of these procedures is considered to be in the best interest of 123 Up And Adam, Inc when conducting Executive Session discussions at meetings. Volunteers and staff involved with meeting procedures, the handling of U.A.A information, and the recording and approval of minutes from these sessions should become familiar with these procedures. Any questions or issues related to these procedures should be directed to the board of Directors.

The overriding procedures for Executive Sessions, as approved by the board of directors, are embodied in the

  • Bylaws, which define when Executive Sessions should be used by boards and committees, who may attend, and who may have access to approved minutes
  • Roberts Rules of Order further clarifies attendance, the recording, and approval of minutes, and
  • 123 Up And Adam’s Policies, Information Disclosure Policy, which identifies what information is considered proprietary, as determined by our Board of Directors. Relevant passages from those documents are provided below.


Meeting Protocol. Meetings of the 123 Up And Adam, Inc Board of Directors, and other organizational committees shall be open for attendance by any 123 Up And Adam, Inc client, staff or volunteer. They and other community Guests are not entitled to join the discussion but may be allowed to address the body at the discretion of the body. Meetings shall be convened in Executive Session when dealing with confidential matters such as, but not restricted to, individual matters, disciplinary actions, legal and business critical issues. Executive Sessions shall be conducted in accordance with Robert’s Rules of Order (latest revision), Chapter 4, §9. Members of the Board of Directors shall be allowed to attend Executive Sessions of any board or committee unless there is a conflict of interest with respect to the matter being discussed. Barring a conflict of interest, members of the Board of Directors shall be granted access to the approved minutes of Executive Sessions of any organizational unit board, committee or council.

Robert’s Rules of Order (Latest version = 11th Edition) Executive Session An executive session in general parliamentary usage has come to mean any meeting of a deliberative assembly, or a portion of a meeting, at which the proceedings are secret. This term originally referred to the consideration of executive business – that is, presidential nominations to appointive offices, and treaties – behind closed doors in the United States Senate. Any meeting will enter into executive session only when required by rule or upon the adoption of a motion to do so. A motion to go into executive session is a question of privilege (19) and therefore adopted by a majority vote.

  1. Whenever an executive session, is being held only special invitees, employees or staff/ volunteers as the board or committee or its rules are allowed to remain in the room all other persons – whether or not they are members of the organization – who are not members of the board or committee (and who are not otherwise specifically invited or entitled to attend) are excluded from the meeting. 
  2. Anyone of 123 Up And Adam, Inc Board of Directors, Committee members, Employees, Staff, Volunteers that Violate the secrecy of an executive session shall receive disciplinary action under those procedures. Anyone else permitted to be present is honor-bound not to divulge anything that occurred.
  3. The minutes, of an executive session, must be read and acted upon only in executive session unless that which would be reported in the minutes. that is, the action taken, as distinct from that which was said in the debate was not secret, or secrecy has been lifted by the assembly. When the minutes of an executive session must be considered for approval at an executive session held solely for that purpose, the brief minutes of the latter meeting are, or are assumed to be, approved by that meeting.

Information Disclosure Policy

  1. As a charitable 501 (c) (3) nonprofit organization 123 Up And Adam, Inc recognizes and endorses the importance of transparency and accountability. 
  2. The following categories of information shall be confidential:
  3. Proprietary and non-public information and intellectual property, business methods and processes, license terms and similar information that has been disclosed to 123 Up And Adam, Inc under conditions of confidentiality
  4. Documentation relating to internal deliberative processes among 123 Up And Adam, Inc staff, and volunteers, unless these are specified for public circulation
  5. Privileged information including attorney-client advice and work product information and disciplinary and investigatory information generated within or for 123 Up And Adam, Inc
  6. Personal, health, employment-related, or position- related personal information about staff and volunteers, including conflict of interest forms, except to the individual staff member or volunteer concerned or in connection with standards developing committee activities
  7. Information relating to procurement processes that involves prequalification information submitted by prospective bidders, or proposals or price quotations
  8. Budgetary and pricing information whose disclosure can affect 123 Up And Adam, Inc competitive positions or finances
  9. Information about candidates or prospective candidates for awards or for appointed or elected positions prior to obtaining the candidate’s permission for public disclosure
  10. Information whose distribution is proscribed by applicable federal, state, or local law, or by 123 Up And Adam, Inc Bylaws, or Policies
  11. Information divulged or discussed in committee meetings designated “executive session”, including secret ballots when such are mandated by our Bylaws or Policies, or decided upon by a committee
  12. Information so far not covered 1– 11  which is claimed “confidential” by the President /Executive Director, or any other volunteer or member of staff.
  13. Unless covered by paragraph 2, all decisions, policy statements, and official correspondence by 123 Up And Adam, Inc will be accessible without restrictions.
  14. Any document that is claimed confidential pursuant to the above number 12 shall indicate the individual declaring it to be confidential and the expiration date for the confidential status.
  15. 123 Up And Adam, Inc may require that individuals who seek documents from the organization reimburse it for the usual, customary and reasonable expenses incurred in retrieving and furnishing the requested information. No reimbursement will be sought when the information is requested in order to verify the accuracy of factual information which 123 Up And Adam, Inc holds about the requesting individual(s).

Note: “Documentation relating to internal deliberative processes among staff and volunteers” shall mean e-mail messages, personal notes taken at meetings and similar materials prepared in connection with the communications and deliberations attendant to the decision- making processes of the board and committees. 


It should be noted that consistent distribution of Executive Session documentation should always be followed, regardless of how the documentation is delivered, be it Electronic, Paper or the organization’s website. 

  • Current members of the Board of Directors and committee chairpersons have access to all documentation.
  • As determined by 123 Up  And Adam, Inc Board of Directors or President  certain individuals may have access to specific documentation based on need. 

Meeting Management

  1. Chair’s Remarks – At the beginning of the Executive Session, the Chair will review the Executive Session procedures that will be followed, the proper treatment of confidential information during and after the Executive Session, and their obligation to keep all information confidential.
  • The Chair specifically lists those that are invited to remain in the Executive Session.
  • Signs are posted on the meeting room doors to indicate an Executive Session is taking place.
  • Staff records all individuals present and the start/end times of each session. Should the audience change or become more limited, a new list of attendees and the times they joined or left the meeting are also noted. All attendees and the times they joined or left the Executive Session are recorded in the minutes. A sign-in sheet shall be used to record individuals invited to stay.

Presentations and motions may be made, discussed, and voted on during the Executive Session. 


Some documentation may need to be handed out at the beginning of the discussion, and then collected immediately following. This documentation shall be shredded later.

  • Documentation that is an Update or a New Business item Shall only be distributed to current Directors of board or committee and certain staff. At the end of each meeting, a designated member will collect any Executive Session documentation left behind. This documentation is later shredded.

Executive Session Closure (Return to Open Meeting)

Upon conclusion of all Executive Session discussions, the end of the session will be noted by the Chair. In open session, the Chair may note appropriate actions taken in the Executive Session. These reported actions are included in the open session minutes. Motions not appropriate to be reported in open session will be recorded in the Executive Session minutes and no report will be made in open session.


Both open session and Executive Session minutes are drafted by the board of directors secretary or designated member of the committee and circulated to the President, Board of Directors and Committee Chairs. The unapproved minutes are then posted or distributed using customary procedures only to members of the body and appropriate staff. Minutes are not considered official until approved at the next meeting of the body. See below procedures for minutes.

Post Meeting Access to Information

The distribution or access to additional materials shall follow the same guidelines as noted in the opening section. Should anyone not present wish access to information considered or distributed during the Executive Session, they are directed to the Chair who may provide information, only when appropriate.

Executive Session Minutes

Some of the guidelines and procedures for writing Executive Session Minutes. Minutes shall be recorded for every Executive Session held during Board and committee meetings, they shall reflect the actions and discussions taken at every Executive Session. Processes for writing, the approval, and how the distribution of Minutes are as follows. Application of these guidelines should be implemented by committees conducting the organization’s business. 

All Minutes (both Unapproved and Approved), including Executive Session, are stored on an internal, secure share drive, accessible only by the support staff. All Minutes (both Unapproved and Approved), including Executive Session, shall be provided on a secure, password-protected UCM web page, accessible by current members of the body, IEEE Board of Directors, and designated key IEEE staff.


The Recording Secretary responsible for writing the Minutes will benefit by reviewing previous Minutes to identify the preferred format and depth of detail needed.

  • Determine before the Executive Session meeting who will be responsible for writing the minutes. Normally it’s a staff member, but in cases where the group wishes for all staff to leave the room, the Secretary shall record, take the minutes.
  • An attendance record shall be maintained for each Executive Session.


(Meetings should not be audio-recorded or video recorded for liability reasons). The Minutes are the only record of the Executive Session Meeting and should only capture actions and discussions. Once Minutes are approved, all notes and audio/video recordings should be destroyed.

  • Somewhere in the header or footer of the Executive Session Minutes, “Unapproved” should be included on each page so as not to be confused with the final approved copy.
  • Number each page, and on each page’s footer or header, include the Board’s full name, date, and “Executive Session” to differentiate with open session minutes.
  • Executive Session minutes are drafted by the support staff or designated member of the Body, and circulated to the Chair (and other key committee volunteers depending on customary procedures).
  • Record the Chair calling the Executive Session Meeting to order.
  • Record the start times and end times of each Executive Session (in local time), including the date (day/month/year), and location (hotel/venue name, city, state, and country).
  • Record all important remarks or instructions as provided by the Chair.
  • Record who is in the room (as noted above). As more people arrive and depart the meeting room, their arrival and departure times should be noted in the Minutes, as well as their identification (as noted above).
  • All agenda item topics should be recorded in the order they are discussed.
  • All final actions should be recorded in the Minutes exactly as they are presented and voted on. If any action is unclear, they should be clarified before the vote is taken. All final motions must be recorded in the Minutes, regardless if they are approved/not approved, amended, tabled, or withdrawn.
  • Discussions should not be recorded in lengthy detail or conversation-style. Individual Volunteers’ names attributed to personal remarks or opinions that could be harmful to the organization should not be recorded.
  • Discussions and self-serving remarks that protect the organization should be included. Record discussion points that benefit the organization.
  • Depending on the topic, some Executive Session documentation may require distribution in paper at the beginning of the discussion, and then may be collected immediately following. This should be recorded in the Minutes and the document should be appended to the final version of the Minutes.
  • Relevant additional reference documents should be attached to the end of Executive Session minutes.
  • Breaks and recesses should be recorded, including start and end times, as well as day/month/year if appropriate.
  • Record the end time of all Executive Sessions, in local time.
  • The name of the person recording the Minutes (Recording Secretary, staff member, etc) should be identified at the bottom of the last page.
  • After closure of the Executive Session meeting, the Chair will read appropriate actions in open session, to be included in the open session minutes. Actions or discussions not appropriate to be reported in open session will be recorded in the Executive Session minutes and no report will be made in open session.


  • After Executive Session Minutes are drafted, they are distributed for comments, based on the customary process.
  • Upon consensus of Executive Session Minutes in final draft form, the “Unapproved” version is distributed. They are provided on a secure, password protected UCM web page, only accessible by current members of the Body, IEEE Board of Directors, and designated key IEEE staff only.
  • Unapproved Executive Session Minutes are not considered official until approved at the next meeting or Executive Session. Upon approval at that next meeting, “Unapproved” is replaced with “Approved” in the header of footer and re-uploaded onto the same secure, password protected UCM web page and at the end of the year.
  • After approval of Executive Session Minutes, all notes used to create the minutes should be destroyed.
  • All approved Minutes, including Executive Session, are retained and bound in a Minute Book. All Minute Books are secured under lock and key and maintained by the IEEE support staff. All Minute Books must be returned to the IEEE support staff when done, and re-locked.
  • All Minutes, including Executive Session, are accessible by current members of the Body and the IEEE Board of Directors. Refer to the IEEE Policies for access to Minutes by individuals other than members of the Body or current member of the IEEE Board of Directors.
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