Question: Our Board had its first in camera session since I joined the Board recently. It seems quite common to them, but I didn't even know what in camera means or what to expect. Could you tell me their purpose and how our Board should decide when to have one? Who should come to one? Who should be asked to leave?
Answer: In camera is from the Latin word for "chamber". In our modern context it means "in private". Our word "camera" means a chamber in which light cannot enter.
In other words, in camera refers to a closed session of the Board.
Used properly and no more often than absolutely necessary, the closed session of the Board is necessary and useful. Unfortunately, it is my experience, repeated more often than I care to acknowledge, that closed sessions are misunderstood and misused by the very boards that meet in camera.
An in camera session is simply a session of the board where only board members and possibly also specifically chosen others may attend. All other staff and guests are excused. For example, when the board discusses changes to the CEO's salary, the CEO may be excused. In some cases of conflict of interest a board member may ask (or be asked) to be excused so that no possible perception of impropriety can result.
Except for the absence of an individual or several individuals there is no difference between an in camera session and an open session. There is an agenda. The same decision-making process takes place. Decisions are made and recorded in minutes. The Board has the same fiduciary responsibility they have at any other time. Their liability for acting responsibly is the same.
In my experience a board that gets itself into trouble with poor process is most likely going to do it in an in camera session. There is a lot of misunderstanding about what such a session is and how it is to be used. In my opinion every board should have a policy to define a closed session and to determine when and how one should be conducted.
You may also wish to refer to a similar question posed in an earlier feature.
The worst abuse of the in camera session is that the very people who should be in the discussion are asked to be excused because the discussion is about them. This type of discussion may indeed be required, but only after the issue is raised in the presence of the person and the person has opportunity to respond with an explanation, more information or a defense.
I suggest to you that you raise your concerns openly in a board meeting. You may find that other board members have been asking the same questions you have just asked here.
Les Stahlke, President
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