"In Camers Meetings--Minutes or No Minutes"

[Guest Ron]

The Board of our non-profit organization is reviewing our policy on "In Camera Meetings": A key issue is whether minutes of "In-Camera" meeting should or should not be maintained? Currently, no minutes are maintained but if a decision is made in the "In-Camera" meeting, and it is not subject to privilege or confidentiality, a motion is then made/approved/minuted in the regualar board meeting minutes and actioned accordingly.

Some boards do not maintain such minutes being concerned that they may be subject to access in a legal action.

Advice appreciated with thanks.

[Chris Harrison]

As far as RONR is concerned minutes are taken and retained whether the meeting is in Open or Executive Session (In Camera)

[Trina]

'In camera' is described in RONR as 'executive session' -- minutes should be kept for a meeting held in executive session, just as they are for any other meeting. The only difference between a meeting in executive session and a regular meeting is the obligation of secrecy which is imposed on those attending. Business can be conducted, and minutes should be kept.

'The minutes, or record of proceedings, of an executive session must be read and acted upon only in executive session, unless that which would be reported in the minutes -- this is, the action taken, as distinct from that which was said in debate -- was not secret, or secrecy has been lifted by the assembly.' (RONR 11th ed. p 96 ll. 9-14)

[Guest Edgar]

. . . a motion is then made/approved/minuted in the regualar board meeting minutes and actioned accordingly.

Since all that the minutes should contain is the motion and its disposition, it matters not whether it was made and disposed of in executive session or not.

Perhaps, against the advice of RONR, your minutes contain too much?

Fm8feu

[Josh Martin]

A key issue is whether minutes of "In-Camera" meeting should or should not be maintained?

Minutes of all meetings should be maintained.

Currently, no minutes are maintained but if a decision is made in the "In-Camera" meeting, and it is not subject to privilege or confidentiality, a motion is then made/approved/minuted in the regualar board meeting minutes and actioned accordingly.

This procedure is unnecessary so far as RONR is concerned (although consult a lawyer if the group is subject to some sort of "Open Meeting Law" or "Sunshine Law"). It also raises the question of what your board does when a decision is made which is subject to privilege or confidentiality. Are you saying you keep no records of such decisions except the members' memories? That seems highly unwise.

Some boards do not maintain such minutes being concerned that they may be subject to access in a legal action.

This seems like a misguided concern. Much of this concern may be due to the fact that the board is putting too much information in the minutes. Additionally, intentionally neglecting to keep minutes (the legal record of meetings) seems to me like it might just get the organization in more trouble, although I would ask a lawyer to be sure on that point.