Saturday, April 28, 2012
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
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Hi Sandi, I have noted an increase in the number of BOD's having in-camera sessions at each BOD meeting. Have you made any similar observation? Have others? What are your views on in-cameras' as a regular item on the agenda? I have a new President who has begun this practice and I am curious as to purpose, function and procedure. If someone is going to keep minutes and there is really no 'issue' that prompts the need for in-camera, should be minutes become supplemenary to the regular BOD minutes? ...or is this just a strange practice?
ReplyDeleteI have come across this on occasion - not frequently. When I do so, I ask for a rationale - sometimes I get a valid one, but mostly I do not. My view is that Boards should be transparent - that is in the interest of those they serve. I am suspicious of Boards who do this as a regular practice (as your President has). Boards should meet in-camera to deal only with issues defined in an in-camera policy (i.e. they most often refer to meeting in-camera to deal with human resource and performance issues or matters involving litigation). Regularly meeting "in secret" will only fuel speculation among members and staff - that serves no one.
ReplyDeleteWhen in-camera minutes are prepared (for HR issues), I'd assume that names are clearly articulated? For future reference?
ReplyDeleteI assume you are referring to the names of thhose in attendance at the min-camera meeting. The minutes should be prepared as for regular Board meetings - they list who was in attendance, and should be confined to what decisions are made. Minutes, either in-camera or regular, need not set out who said what, only what decisions resulted from the dialogue.
DeleteIn-camera meeting minutes are often held by the Chair or the Board (if they involve HR issues relating to the Chief Staff Officer) and are passed on to the next Chair or staff for filing when appropriate to do so in order to maintain an accurate corporate record. Board policy should be in place to guide this practice and procedure.