Question: I was searching the Internet for an answer to an obscure question, and was extremely pleased to find your site. The information provided is very informative and helpful. I wonder if you could help me with a question that I am having difficulty with. You can appreciate that because the discussion was held "in-camera", I am not able to divulge specific information.
At a recent meeting, the Board was discussing a sensitive and contentious issue in-camera. A motion was duly made and seconded; however, the motion was ultimately lost (2 in favour/4 opposed/one abstention). As we were concluding the in-camera session, the mover and seconder of the motion (who were the only two who voted in favour) stated that the lost motion should not be reported in the minutes. Not everyone on the Board agreed with their opinion. The motion was significant, as it was contra to a motion that was previously approved by the Board. I'm not sure that this motion, although defeated, should be suppressed from the Minutes. Our policy in the past has been that in-camera motions are recorded in the public record. We have not, however, had the past experience of a defeated in-camera motion.
Our Board follows Roberts Rules of Order. As I could not find any reference to help me with this particular question, I am turning to you for help. Should the motion, even though it was defeated in-camera, be recorded in the Minutes under the "in-camera report"?
Thank you in advance for any assistance you can provide with this question.
Answer: The primary difference between an in camera session and an open session is who attends. In your case, I presume regular board meetings are open to the public. In an in camera session, the public is excluded and the attendance for any particular in camera session is determined by the board for that session. Otherwise all the same rules apply.
The decisions taken during an in camera session should be a matter of public record. The discussion, opinions, perceptions, debate and other non-factual aspects of the decision-making process should not be recorded in the minutes, even if the session were an open one. I would also suggest that the names of the mover and seconder not be recorded, since the decision belongs to the Board, not the individual members of it. That is true of any session, in camera or open.
The fact that the motion was defeated is no less significant than if the motion were passed. Defeating a motion is just as much a decision made as approving a motion. Both have significant effects on the future. In your case, since the motion would have rescinded action taken in a previous open session, it is all the more significant.
Perhaps the desire to suppress the Board's defeat of the motion was motivated by a desire to keep division on the Board from public view. There may be other reasons for wanting to suppress the motion, of course, but from your question I am not able to determine that. In any event I think that a Board that can disagree and defeat a motion is a mature Board, one which places issues over an inappropriate courtesy to one another. Your stakeholders are fortunate to have such a Board. Your integrity is enhanced by reporting in the minutes that a motion, which would have reversed previous action, was defeated.
On the other hand, while it is physically possible to suppress the motion, it is in my judgment unethical to do so. Boards are accountable to their sources of authority, those who elected them and those who regulate them. Making decisions and then suppressing the decision made does not demonstrate fiduciary responsibility (good faith).
Not only is it inappropriate to suppress action taken, it is also unwise. To think that no stakeholder will ever learn of the suppressed defeated motion is to be naive. The fact that there was disagreement in the meeting makes it even more likely that someone will mention the matter to a friend. Stakeholders do not take kindly to being manipulated by their elected representatives taking action and then suppressing the information.
I think you should record the motion, make it a matter of public record. The mover and seconder should not be identified. The non-factual discussion (perceptions, opinions) should not be recorded. The number of votes for and against need not be recorded. Simply record the motion and the action taken on the motion. The minutes should have attached to them any factual documentation, reports, data that were associated with the decision.
May you have many more debates. It sounds like you are serving your stakeholders well. I think you should follow the same policy of public disclosure that you have been following.
Les Stahlke, President | 
