| A
great deal of confusion exists about closed meetings (also referred to
as “in-camera” meetings). Given that such meetings often deal
with sensitive issues, people are sometimes not sure whether they should
take minutes and – if so – how much they should record in
them.
Let’s take a few steps back and clarify the need for closed meetings.
In general, organizations should uphold the principle of transparency
and allow easy access to most documents. Keeping something hidden should
be the exception and not the norm. Some Boards and Councils keep too much
information confidential and conduct too much business behind close doors.
This can harm accountability and perpetuate conflict.
Typically, confidentiality is intended to achieve one of two purposes:
- Protect the organization, its operations, economic interests, and
delivery of its mandate from harm that could result from the release
of certain information.
- Protect individuals when the release of certain information would
be an unreasonable invasion of their personal privacy.
There are certain areas that are often deemed to justify keeping documents
confidential, e.g.:
- The security of the property of the organization
- Financial (and other) information that – if made public -
could be beneficial to the competition or be detrimental to the organization.
- The disclosure of intimate, personal or financial details in respect
to a person.
- The acquisition or disposition of property.
- Decisions with respect to negotiations with employees.
- Litigation affecting the organization.
And now to the minutes of closed sessions.
Should minutes be taken at all in closed sessions? Yes. Minutes are a
record of what was done in a duly held meeting. If the closed session
is a duly held meeting, then minutes should be taken.
How much should be recorded in the minutes of a closed session? The same
standard used for minutes of open meetings should be used for minutes
of closed sessions. The minutes should focus primarily on the group’s
actions and the decisions made. And, contrary to common beliefs, collective
decisions can indeed be made in a closed session, unless your governing
statute or bylaws does not allow it.
Should you summarize the discussion that took place in a closed meeting?
If you record it in an open meeting, then you should also do it in a closed
meeting. However, as you should do in any case, drop references to “who
said what”. Just capture the main thoughts and ideas, in a concise
point-form summary, without attributing specific comments to specific
individuals. This approach will create better minutes, and will also relieve
members’ anxiety. They will be able to speak freely, without worrying
about how they will be recorded in the minutes.
Who should take minutes of a closed meeting? Since the voting members
decide who can attend a closed meeting beside themselves, they can decide
to ask a “confidential secretary” to attend and take minutes,
or they can designate one of themselves to the task.
Should minutes of closed meetings be kept confidential forever? No. As
soon as there is no organizational interest or personal privacy to protect,
the group should de-classify the document and make it available for public
access.
How can you reduce the likelihood of breaches of confidentiality?
- Talk to the members about the risk encountered when confidential
documents are made public: The organization’s interests may
be threatened and personal privacy of individuals may be invaded,
both of which could place the organization at risk. Then establish
a formal commitment to prevent leaks of confidential documents. Some
organizations go as far as requiring members and those who attend
closed meetings to sign an oath of confidentiality.
- Avoid scheduling items that are not justifiably “in camera”
items on the agenda of a closed meeting. Trying to avoid embarrassment
is not in itself a legitimate reason to classify something as confidential.
Doing this when there is no organizational interest or personal privacy
to protect is bound to create resentment, and may be the excuse for
some members to challenge the validity of the process and leak the
information anyway. Keep in mind also that if your organization is
governed by Freedom of Information (FOI) legislation, a citizen can
apply for access to a document that she or he believes should be in
the public domain.
- Ensure that confidential documents (including minutes of closed
meetings) are prominently stamped or marked “Confidential”
on every page (just in case a page gets separated). Consider color-coding
confidential documents to highlight the fact that they are confidential.
- File minutes of closed meetings separately from minutes of open
meetings.
- Minutes of closed meetings should not be approved at an open meeting,
but at a subsequent closed meeting.
- As you plan agendas, separate out items of a confidential nature
and schedule them on the agenda of a closed meeting (which will have
its own set of minutes). It is poor practice to “go "in
and out of camera"”, i.e.: ask the public or non-members
to leave and then return when the confidential discussion ends. This
is both disruptive and unfair to non-voting members. Just schedule
two separate meetings: start with an open meeting, and - after its
adjournment - follow by a closed meeting. When the open meeting is
adjourned, ask the public to leave and – when they do –
convene the closed meeting (possibly after a short break). Keep it
simple and clean.
As an amusing aside, a workshop participant recently told me that when
she went to her first “in-camera” meeting, she really dressed
up for the occasion and had her hair and makeup done very carefully, because
she was fully expecting pictures to be taken… Which raise the question:
What does “in-camera” mean? Apparently it is derived from
a Latin term which means “in closed chambers”. To avoid the
inevitable confusion, it may be better to use the plain language term
“closed meeting”. |
