State law requires public bodies to prepare minutes and general accounts of closed sessions. A question frequently arises about the best way to manage the board’s approval of these closed session minutes and accounts. Various comments on the School of Government’s listservs provide examples of common practices. Read more for a discussion of legal issues and practices relating to this important function.
Difference between minutes and accounts
Why are there two different requirements for documenting what happens in closed sessions? Minutes are understood to provide the official record of actions that were taken in the meeting. As described by David Lawrence in the School’s County and Municipal Government in North Carolina publication, “minutes should include two sorts of materials: (1) the actions taken by a board, stated specifically enough to be identified and proved; and (2) proof of any conditions necessary to action, such as the presence of a quorum.” (Chapter 3: City and County Board – Minutes).
A general account is a narrative that describes in general terms the discussion that takes place so that there is some record of the meeting even if no official action is taken. As stated in the statute, accounts must be prepared such that “a person not in attendance would have a reasonable understanding of what transpired.” In cases where action is taken in closed session, minutes and general accounts are typically combined into a single document referred to as the minutes of the closed session.
Closed session minutes and accounts
Since minutes function as the official record documenting many board actions, it’s important that they are approved by the board as reflecting accurately the actions taken. According to the statute (G.S. 143-318.10(e)), minutes and accounts of closed sessions are public records, but may be withheld from public inspection “so long as public inspection would frustrate the purpose of a closed session.” So the issue arises: “How do we handle approval of closed session minutes and accounts in cases where they are withheld from public inspection?”
In his book on open meetings, Lawrence writes that G.S. 143-318.11(a)(1) provides authority to go into closed session to approve minutes that are being with withheld from public inspection. It’s theoretically possible to approve them in open session, as long as they are not exposed or discussed, but that might be difficult to manage (especially if there is a need to discuss them) and might send a confusing message to the public about the board’s ability to do business in the public eye, but without the public having access to the subject or contents of the vote. Another option is to compose and read the minutes aloud at end of the closed session, and ask the board to approve them at that time. This works best if they are not too lengthy.
Some units have developed mechanisms for having minutes reviewed and approved by board members individually. Examples include circulating a single copy to be signed by each board member, or putting the draft minutes on a password protected Web site for review and approval. Another practice is to provide a copy to each member and request that each copy by returned upon review so that confidentiality is maintained. It’s important to note that if minutes are to be relied upon as the official documentation of the board’s action, the minutes must be approved by the board in a properly convened meeting. So methods that involve individual approval by each board member will not suffice as the official approval, though they may be effective steps for preliminary review.
Must general accounts be approved?
This discussion has, so far, assumed that both minutes and general accounts must be approved. If they’re combined, it’s clear that they must be approved by the board so that the minutes will be official. It’s possible, though, that there is no legal necessity for board approval of general accounts that are not a part of the minutes. While board members may have an interest in making sure that general accounts are accurate and sufficient to meet the statutory requirement, there is no legal requirement for the board to formally approve them. Since they are not designed to provide legal proof of specific actions by the board, it may be that individual review, but not necessarily formal approval, is sufficient.