When Should Board Meetings Be Closed?

Introduction

Often there is confusion between open meetings, closed sessions and closed meetings. Therefore, it is essential to create a distinction prior to examining the benefits and drawbacks of closed meetings. This article outlines these differences, outlines when closed meetings may be considered, and the arguments offered by stakeholders for open meetings only.

The Difference between Open Meetings, Closed Sessions and Closed Meetings

 

Open Meetings

When meetings are open stakeholders are free to attend the meetings and listen to the discussions and the decision-making processes. Certain open meeting provide space for stakeholders to provide input into the discussion, while others only grant spectator status.

It is essential to outline for stakeholders the limitations of their role during a board meeting. When they are unable to engage in the discussion, it is imperative to provide an avenue for them to request the opportunity to make a presentation to the board.

Closed Sessions

Sometimes a board will divide its agenda into two parts. The first part contains items which will be discussed openly while stakeholders are in attendance. The second part delineates items which will be discussed after stakeholders leave the room. Generally, the minutes of the closed session are not available to stakeholders.

 

Closed Meetings

The only people who can attend a closed meeting, or any portion thereof, are the board members and invited guests. Stakeholders generally would not be aware of the time or place of such meetings, would not be offered the opportunity to see any minutes (if they are taken), would not be aware of the decision-making process, or be provided with any opportunity to engage with board members during the board meeting.

 

When Do Boards Hold Close Meetings

Certain boards conduct all closed meetings because they believe that all of the items are confidential and the stakeholders should not be aware of the discussion. In these cases these boards believe that their agenda contains items which are political or sensitive in nature because they relate to personnel, communities, or users/customers. Also, because of the extreme demands on board members’ time, certain boards think that board members will not be free to speak their minds if others are in the room, or that stakeholders will use what they hear to influence the board member.

 

Topics Which May Appear on a Closed Meeting or Closed Session Agenda

The list below contains examples of agenda items which boards may consider worthy of discussion during a closed meeting or closed session

1. To analyze materials and information concerning criminal or civil actions which are not part of a public court record
2. To consider an individual’s qualifications to hold a job or pursue training
3. To consider legal advice rendered to the board concerning an issue or a matter under board discussion, where the board has not yet taken a public stand or reached a conclusion
4. To deliberate potential or actual emergencies or matter of security related to the preservation of the public peace, health, and safety
5. To discuss personnel matters in which the names, competency and abilities of individual employees are discussed
6. To discuss the identity of a bona fide and lawful donation when the donor has requested anonymity
7. To examine the content of documents protected by privacy acts
8. To hear disciplinary/dismissal cases
9. To hold a strategy session pertaining to collective bargaining, pending or potential litigation
10. To hold preliminary discussions of tentative information relating to new facilities or the possibility of facility closures
11. To review the results of the CEO, board member or board evaluations

 

This list is not intended to imply that these topics are always discussed during a closed meeting. It does indicate the type of items which may be considered during a closed session or closed meeting.

Given the fact that closed sessions and closed meetings are common practice, it is essential to consider the point of view of stakeholders who disagree with this method. 

The Arguments Offered By Stakeholders for Open Meetings

 

Whether one is a shareholder in a business, a member of a professional association or non-profit organization, or a member of the public, there are times when the notion that others are deliberating an issue behind closed doors can be disconcerting. This is especially true when

• The issue affects you directly, such as closure of a facility or removal of traditional programs or services
• The item will affect your family or friends, such as benefits or pensions or moving a facility or service
• The topic is one which relates to your moral values or religious beliefs
• The subject relates to your safety or security
• The focus is on a topic which you believe should be discussed openly and a decision made by the majority, such as a referendum.

 

Boards may not be required to hold open meetings, thus it is incumbent on stakeholders to determine how and when they can have input into a board’s decision-making process. It is also incumbent upon boards to ensure they are not shutting stakeholders out because they are afraid to be open and honest when stakeholders are present.