While this may appear too obvious to be stated, the Board of a not-for-profit organization is accountable to their stakeholders (i.e. members, funders). In many instances, Board policies exist that embrace that philosophy by allowing members to attend and observe any meetings of the Board or a committee. Board members are often circulated or made available “for the asking” to any member who wishes to see them.
There are times, however, when a Board may find it necessary to exclude members and even staff from part of a meeting. Circumstances that may compel such action may include:
• The performance of, or performance review of, the Chief Staff Officer
• Discussions regarding legal matters (i.e. a potential lawsuit)
• Financial matters (i.e. a request from the association’s auditor)
• Personal issues relating to one or more members or employees
When determining whether or not the Board should go in-camera, the decision should be made (preferably by a vote of Board members) balancing the desire for openness against the need for candor and privacy.
Boards operating without a policy to guide them in the use and appropriateness of in-camera sessions should establish one—many samples are available. And remember, minutes should be recorded of the in-camera session and filed separately from the minutes of regular Board meetings—they must be maintained in a confidential manner.
Boards are cautioned not to abuse the in-camera option – doing so can result in widespread rumors and speculation about your intent and level of commitment to your organization’s stakeholders.
When to Go ‘In-Camera’
