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Tuesday, June 28, 2016
Guest Writers
Transparency & Accountability
Boards & Governance
Elizabeth McFaul

For many nonprofits, board meetings are closed-door affairs. Few nonprofits actively ask for opinions from their membership on a regular basis, or open every board discussion to outside participants. However, with recent discussions surrounding privacy, transparency, and accountability in the private sector, similar discussions arise in nonprofits.

The discussion surrounding open board meetings can be a difficult one. Do we open up our discussions to more scrutiny by our members? Can a guest participate in the meeting? What about confidential topics? How do we advertise the meeting and its contents? Will anyone even come?

Reasons Behind Open Meetings

Transparency and accountability are two driving forces behind the push for more open governance. Ontario’s past Information and Privacy Commissioner Ann Cavoukian describes open governance as key for democracy, as it “allows citizens to scrutinize the activities of elected officials and public servants to ensure that they are acting in the public interest.” Government bodies often have rules surrounding meetings that are open to the public, and when an in-camera or closed session can occur. For nonprofits, open board meetings are not required, so it is up to the stakeholders to decide their board’s decision-making processes and the level of scrutiny.

Arguments for open board meetings can happen after the membership feels that a board handled an issue inappropriately or feels that they were not adequately consulted. “There are times when the notion that others are deliberating an issue behind closed doors can be disconcerting,” notes GDP Consulting, especially when the issue affects you directly, affects your family or friends, relates to your values or beliefs, or focuses on a topic that you believe should be discussed or decided on by the membership. Providing stakeholders an opportunity to express concerns or complain early in the decision-making process can prevent rejection of decisions or costly rework.

US-based The Chronicle of Philanthropy interviewed Anne Wallestad, president of Boardsource, in a feature on open board meetings in 2013. She presents a more strategic argument, where “If it creates a sense of community ownership, that could be positive,” says Walle-stad, “And the idea of cultivating new leaders who could support the organization, whether as a board member or committee member, could be a potential benefit.”


A board may conduct all closed meetings because they believe that the stakeholders should not be aware of the discussion and only the final outcome. Others conduct all closed meetings because they feel that most of the agenda contains items which are political or sensitive in nature because they relate to personnel, communities, or internal business processes. Others cite the inability to discuss items that were not publically announced as a frustration.

Since more participants often leads to longer meetings, the extreme demands on board members’ time may be a factor in closed meetings. The worries that board members will not be free to speak their minds if others are in the room, or that stakeholders will use what they hear to influence the board member are other arguments against open board meetings.

For smaller nonprofits, the reason for closed meetings may be resource-oriented. Open board meetings involves advertising the meeting and encouraging individuals to attend. A lack of interest in the proceedings leads to the thought that open board meetings are unnecessary or not worth the additional effort.

Things to Consider

A board that is considering opening their meetings to the public should outline the expectations of the open and closed sessions in terms of content, attendance, conduct, and participation. A good example of this is the Cancer Care Ontario’s Board Policy on Open Board Meetings.

  • An agenda needs to be circulated to the membership in advance and items outside the agenda should not be discussed.
  • All board members should have a good handle on items that should be covered in a closed session so that confidential items remain confidential.
  • The board should decide on the level of participation of guests in meetings and how the board is expected to address their concerns. A question and answer period, full participation, or no participation all impact the effectiveness of an open session and the board’s engagement with public.

Participating Guests

Guest participation in board meetings can seem unwieldy and impractical. It requires patience and extra time to allow for additional opinions, and they can be frustrating if guests do not have the full picture of a discussion that spans multiple meetings. Managing the discussion of a board can be challenging for a board chair; adding in guests presents an additional challenge.

An alternative to an open board meeting is an open board forum, where board members host a public session that can include formal and informal discussions with the community. This allows for more participation by members and a chance for the board to review the suggestions and discuss them further in a private setting.

When to Close the Meeting

A closed session or closed meeting should deal with confidential issues. The Certified General Accountants Association of Ontario defines confidentiality as the act of preventing “undue harm to the organization and its assets, including volunteers, board members and staff”. Agenda items for a closed meeting or a closed session often revolve around HR, legal, or financial issues, such as:

  • Holding preliminary discussion about new facilities or the possibility of a facility closure.
  • Discussing personnel matters where an individual employee or potential employee’s name, competency, or qualifications are discussed.
  • Hearing disciplinary/dismissal cases.
  • Discussing a donation when the donor has requested anonymity.
  • Analyzing materials and information or consider legal advice for pending or potential litigation.
  • Reviewing the results of an Executive Officer, board member, or board evaluation.?
  • Examining documents protected by privacy acts.

In In Camera Board Sessions: Careful How You Use Them, E. Grant MacDonald argues that in-camera or closed sessions should only be considered when necessary. “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,” says MacDonald. With the push for greater accountability for boards by their stakeholders, it is critical to balance the need for confidentiality with the desire for a more transparent governance process.

Opening your board meetings can be very rewarding. It gives your board a chance to connect more actively with stakeholders and get feedback early in the decision making process. As long as you can manage the additional challenges of an open board, more transparency and more accountability can ultimately give your stakeholders more confidence in the great work you do.

About the Author

Elizabeth McFaulElizabeth McFaul is a digital marketer based out of Waterloo, Ontario with an interest in non-profit communications, boards, and organizational design. She has volunteered with the?Kitchener Waterloo Little Theatre, including two years as the Secretary of the Board and the Social Media Officer. She also writes for the region’s alternative monthly paper:?The Community Edition.


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Submitted by Grant MacDonald on
Most board business meeting agendas have too many items for there to be much real deliberation that could benefit from openness. Making minutes more widely available or opening up single topic board meetings could usefully increase transparency.

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