MINUTES OF IN-CAMERA MEETINGS

Received a question about tape recording in-camera meetings, and asking if minutes are recorded and, if so, who maintains them. The recording of Board meetings was much more prevalant years ago than it is today - more organizations are coming to understand that minutes need not record who said what, but rather record the decisions made at those meetings (they should be action-focused). There are a few reasons that verbatim minutes are problematic: participants sometimes hold back for fear their comments will come back to haunt them; when approving minutes, time is spent debating whether or not an individual's remarks were recorded accurately; and, verbatim minutes are a time-consuming task (i.e. preparing them can consume a few days). Now let's move specifically in in-camera meetings. The same approach should apply. That said, one participant in the meeting should record the decisions made in the in-camera meeting and prepare a set of minutes capturing same. If there is a need to maintain confidentiality of the results of said meeting, those minutes should be retained by the Chair of the Board until such time as they can be filed in the head office with other Board minutes. For example, the minutes of an in-camera meeting dealing with a wrongful dismissal lawsuit by the former CEO would be maintained by the Chair (and handed over to the next Chair) until such time at the legal action has concluded. Boards should establish and document policy and practice on how in-camera minutes will be handled so that everyone is aware of the rules on an ongoing basis. I'd urge any Board still recording their minutes to re-consider this practice - frankly, I'd much prefer staff to be working on enhancing the organization's products and services than spending days working on a set of verbatim minutes! An afterthought: Eli Mina has written a great article on the case against verbatim minutes - you can find it here http://www.elimina.com/insights/more-verbatim.htm