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The governance of non-profit and charitable organizations sometimes requires the board and senior management to deliberate on sensitive matters. This can include personnel items such as salaries, the evaluation of the executive director or CEO, the awarding of a contract, the handling of conflict of interest situations, or legal issues.

The idea of conducting these discussions in camera has gained considerable currency. In the U.S.A., the term sometimes used is “executive sessions.” The term “in camera” is from the Latin word for “chamber.” In the context of board meetings it means an “in private” session; a meeting, or portion of a meeting, where one or more of the people normally in attendance are excused. The legal term is “recused,” which means to disqualify someone from participation in a decision on grounds that they cannot, because of a particular interest or position, objectively discuss the matter.

The ones most likely to be excused in the nonprofit context are particular board members, the executive director, or other staff members. Where organizations have “open” meetings, it can mean closing the meeting to association or society members or clients. In the municipal government context, in camera means meetings where members of the public and media are not able to be present.

There has been very little critical assessment of the merits of in camera sessions. Indeed, some sources regard the idea as a “standard” board practice. Some go so far as to recommend that boards routinely put in camera sessions on their meeting agendas, if not every meeting then maybe four times a year, even if they do not need them, so that fewer suspicions will be raised than if they were suddenly added.

In camera sessions challenge boards to assess whether the motivation for a closed or private deliberation is tied to the need for confidentiality and/or secrecy. While confidentiality is important to good board governance, secrecy can – and will – undermine it.

The following example of criteria for in camera governance sessions from a public hospital board is some indication of how ubiquitous the practice has become.While hospital boards almost certainly have many more sensitive legal issues before them than most non-profit organizations, criteria as broad as this opens the door to in camera board sessions to talk about almost any issue. Such a policy offers no guidance whatsoever to help the board distinguish the organization’s need for confidentiality from their own desire for secrecy.

Hospital Board

Matters that will generally be dealt with in an in-camera session include, but are not limited to:

  1. Assessing, rewarding or disciplining individuals;
  2. Discussions and dealings with other entities or persons where the information being discussed may compromise the relationship of the hospital with them or its relationship with its stakeholders;
  3. Labour relations or human resources issues;
  4. Financial, personnel, contractual and/or other matters for which a decision must be made in which premature disclosure would be prejudicial;
  5. Matters related to civil or criminal proceedings;
  6. Personal health information related to an individual.

Confidentiality and Secrecy Compared

The ReverendLes Stahlke, author of “Not for Profit Governance Matters: An Introduction of the Relationship Model of Governance,” suggests that the motivation to keep information confidential at the board level is to protect a person or organization; the motivation to be secret is to hurt someone or achieve a particular outcome that with full and open deliberation would not be possible.

The Certified General Accountants Association of Ontario, in its publication “Grassroots Governance: Governance and the Non Profit Sector,” states that:

Confidentiality:

  • Prevents undue harm to the organization and its assets, including volunteers, board members and staff.
  • Is reconcilable with transparency; in effect, stakeholders are allowed to know enough.
  • Is reconcilable with accountability, wherein stakeholders can question the processes and the outcomes.
  • Requires, but does not strain, trust.

Secrecy:

  • Attempts to protect someone or something from scrutiny.
  • Cannot be reconciled with transparency.
  • Attempts to prevent accountability.
  • Demands, and then misuses, trust.

The CGA Ontario publication’s first point about secrecy suggests that where the board’s discussion might involve accusations about inappropriate behaviour, poor judgment or performance, the secrecy tends to protect the “accuser” not the “accused,” that is, secrecy protects the evidence offered from close scrutiny by all who have direct knowledge to bring to bear on the situation.

The most important test of any board’s deliberation is: do we have the information necessary to make the best decision? Does excluding someone from deliberations compromise the information, expertise or perspective available to the board? Liberal use of in camera board sessions is likely to lead to poorer decisions.

Securing Confidentiality

Confidentiality around the board table is typically addressed in a number of ways, in camerasessions being only one.

  • Code of conduct and board member responsibilities

Confidentiality is secured by the “contract” that many boards make explicit: th