In Camera Board Meetings May Not Always Be Private

The Supreme Court of Canada recently held that what happens at in camera meetings may not stay at in camera meetings.

Boards of directors may meet in camera (meaning "in chambers", or privately), in order to discuss particularly sensitive issues, such as legal, personnel, real property, management performance, or labour relations matters, or where personal information about a volunteer, staff member or donor will be disclosed.

Attendance at an in camera meeting may be limited to directors, directors and the CEO, or may include additional staff, the auditor, or others at the invitation of the board. Attendees at such meetings have a duty to keep all discussions and documentation confidential. This duty is usually reinforced by the formality of calling an in camera meeting or resolving to adjourn the public portion of a meeting and reconvening in camera.

Directors often rely on the "closed door" nature of such meetings to engage in deliberations in an open and forthright manner. Typically only the outcome of such meetings, in the form of any resolutions approved by the Board, are made public.

However, with a recent decision of the Supreme Court of Canada, it may no longer be assumed that in camera discussions will always remain private. In Commission scolaire de Laval v. Syndicat de l'enseignement de la région de Laval, 2016 SCC 8 (CanLII), the Supreme Court upheld an arbitrator's decision that the executive committee of a school board could be compelled to testify regarding their in camera deliberations which led to the dismissal of a teacher. The Court found a board acting...