Understanding In-Camera Meetings

If the phrase sounds unfamiliar to you, even if you take a lot of minutes or attend many meetings, you aren’t alone. When I first heard the phrase, I thought it meant “it was recorded,” but in reality, it means the opposite. It’s not English, but Latin means “in private.”

?When a meeting is in-camera, it is a closed-door meeting where typically only the Executive Team or Board Members are present, with no other staff or external members unless they have been specifically invited. These meetings provide a confidential space for open discussions on sensitive matters without management oversight.

In-camera sessions typically take place at the beginning or end of a regular Board meeting, as not all meeting attendees will participate in the in-camera meeting. A formal motion is required for the Board to enter a closed session.

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In-camera meetings serve critical purposes including:

• Ensuring confidentiality on sensitive matters. Imagine the Board of Directors discussing a sexual harassment situation in the office. They want to discuss it openly without fear the information will be documented or shared outside the meeting room doors.
• Reinforcing Board independence. Because management isn’t part of in-camera meetings, it allows complete and transparent discussions without management influencing discussions or decisions.
• Enhancing governance and oversight by fostering candid discussions among Board members.

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Now, in-camera meetings are not part of every meeting and are not intended to withhold information from management, employees, or shareholders. They are specifically for those meetings that need confidentiality, such as:

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• Succession planning for leadership roles.
• Personnel matters, including salaries and performance evaluations.
• Executive Director or CEO compensation discussions.
• Legal matters involving the organization.
• Time-sensitive opportunities that cannot yet be disclosed publicly.

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You’re probably wondering if, as a minute taker, you should be in the meeting if it is held in-camera. There are two approaches to that.

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1)?????? Generally, outside the United States, there are no minutes for in-camera meetings. They are truly considered confidential and do not need to be documented. If there is a motion, that motion is then reported in a general session meeting and documented at that point.

A good example would be the Executive Director compensation conversation. In the general session, you would announce the motion but not summarize the discussion. Everyone needs to know what you decide, but we don’t need to know how you got there.

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2)?????? In the United States, what is referred to as in-camera meetings are often referred to as confidential meetings or closed meetings outside the US. They typically have minutes, but those minutes are not available to everyone. They are for the auditor’s use for transparency and governance.

The best way to understand your role as a minute-taker would be to ask if they want any documentation of this meeting. If the answer is no, you should be excused from the meeting. You are the “official memory” of the meeting, and if the meeting ever ends up in arbitration or court, then you are called upon to testify, from your non-biased perspective, about what happened at the meeting.

If your in-camera meeting is private and without minutes, you shouldn’t have a memory of the meeting because you shouldn’t be there. In fairness, this is the most interesting meeting you’ll ever attend, but you would be in a conflict of interest if you were there.

If your in-camera or confidential meeting does want documentation, you need to keep the following in mind:

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• Separate Documentation: In-camera minutes are not attached to the regular Board meeting minutes.
• Restricted Access: These records remain confidential and are not publicly available.
• Recording Decisions: If any formal decisions are made, they should be summarized in the regular Board minutes without revealing confidential details or without summarizing the discussion.
• Legal Requirement: Keeping accurate minutes of in-camera sessions is a legal obligation to ensure proper documentation and accountability.

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A few tips come to mind if you are creating this high-level document:

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• Be concise and factual: Record key decisions and discussions without unnecessary details.
• Maintain confidentiality: Keep records secure and share them only with authorized individuals.
• Follow organizational protocols: Ensure in-camera minutes are stored and distributed according to Board policies.
• Clarify expectations: If unsure what to include, seek guidance from the Board Chair or legal counsel.

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In-camera meetings are important documents. We want to understand what we are doing and why we are doing it. We need to know our role and expectations. Understanding this term, albeit confusing, makes your job easier.

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This article was written by Rhonda Scharf and not by artificial intelligence.