Recording In Camera Board Meetings

In Camera Meetingsupdated March 24 2017
Questions around In Camera (AKA:  Closed or Executive sessions) board meetings are in the top 10 commonly asked Hot Topic board education questions we get. (1)   And no, there may not be a one-answer solution across all industries and sectors. Note that going “in camera”, means "in private", from the Latin "in chamber" (approx.. def.).  There is a set list (very short) of the rationale for going into a closed, "no longer public" board meeting. Your corporate legislation and your By-law would show this list for your particular agency or sector.  
Let's explore in camera meeting data capture, with two controversial aspects of managing the documentation of proceedings in mind. I.e.:  A: personal note-taking, and B: a recent controversial decision to record closed meetings electronically.

A: To Take Notes at In Camera Meetings or Not - Controversy about a possible new policy at the Rainbow District School Board is garnering lively commentary from both sides. This controversy is not about the summarized decision minutes which would go to the full board, but rather the notes individual directors may be keeping.

B: London city council to begin recording in camera meetings - Closed session meetings by London city Councillors will be electronically recorded in the near future. After much controversy, including complaints to the Ombusman of Ontario, London City Council voted 8 to 4 in support of  a motion to implement in-camera recordings (updated March 24 2017). Read more

 8 Questions your Board Should Discuss
(1)   What does the legislation say?  Have you reviewed your incorporating legislation for any possible requirement? Is there other legislation or an accountability agreement with a funder, to which you must comply?
(2)   Is this an issue requiring legal consult?
(3)   How does our closed meeting documentation practice impact our Clients?

(4)   What is the common practice in our sector? Is that truly the best practice today?

(5)   Are we following any “Rules of Order”, and if so, is there guidance there? Note: Robert’s Rules of Order is one of several in common usage.

(6)   Have we done a Risk Management assessment of our Closed Meeting Policy?

(7)   What does the governance literature say? For this question, I will leave you with some examples of how In Camera Note-taking is addressed in various sectors.

"Records: Board decisions should always be recorded in formal minutes in order to provide a legal record  and audit trail. Separate notes taken by the chair or a board member do not constitute a legal record as they are not approved, though they may be discoverable by opposition counsel in litigation. Board members, other than the chair, should not maintain personal notes of in camera sessions. If as occasionally happens it is necessary to record the notes and/or decisions from an in camera or board - only session, the secretary should be present to record them, and a separate addendum to the minutes which includes the in camera or board – only items should be approved and maintained."

And several other approaches:

(8) If  my Board's Policy says it is  "OK" for me to take personal notes as a director, are we sure this is correct in law? How will I meet my fiduciary and legislated Privacy requirements? Where am I keeping these notes? Do I have a secure locked safe at my home? ....hmmm.

Gisele Guenard, Principal, VisionarEase Inc. & associates


(1)    Governance information provided by VisionarEase Inc. & associates is of a general nature and intended to encourage discussion and board development.  Governance and the legislation which directs it is in constant transformation. VisionarEase Inc. is in no manner liable for any decision or action taken by any individual or entity based on information shared by VisionarEase or its agents in any way including by electronic, written or verbal means. The information shared is not in any manner advice from the legal, finance, human resource or other professional field.  You are advised to consult pertinent professional counsel for up to date information, and we would be pleased to refer you to such counsel.









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