I serve on a non-profit board. When are we allowed to have in camera meetings?
I want to bring up a conflict of interest issue involving another board member.
Sabine
Typically, a meeting of a non-profit society’s board of directors can have other people present, like an auditor, the executive director, or other senior staff. In camera sessions are when only the board members are present.
When in camera sessions are allowed
The BC Societies Act doesn’t say when a board meeting must be held in camera. It's usually at the discretion of the board, mainly the chair, to go in camera. Examples of when this might happen are when discussions are taking place about senior executives of the society that aren't on the board, or when there are questions around director conduct. A meeting can be fully in camera, or just part of a meeting.
In camera sessions may be used when investigating alleged misconduct, so that executives or society members don't make snap judgments before the board has fully reviewed the matter. In camera sessions may or may not include detailed minutes — often the record will just say that the board has met in camera for a certain portion of a meeting, and detailed minutes, if any, will be kept confidential.
Directors and conflicts of interest
Directors are obliged to disclose any actual or perceived conflict of interest and abstain from either voting or being present when that matter is discussed. Best practice for society boards is to have a conflict of interest policy which includes concrete examples of what a conflict is or isn’t.
If you think a board member’s conflict of interest wasn't properly disclosed, you could start by telling the board chair first, and let them determine the procedure to follow. That may start with a one-on-one talk between the chair and the director involved.
Otherwise, if you want a court to review a director’s conduct, you could look at sections 102 and 103 of the Societies Act. These are direct actions a society member can take, although they require that you have solid evidence of misconduct. And they can take a long time to get through the court system. So it may be best to reserve measures like this for serious allegations, like if society money has gone missing or was misappropriated. You might also need to get a lawyer involved given the amount of procedure and forms this sort of legal action involves.
