137

8 Official Opinions of the Compliance Board 137 (2013)

*
Closed Session Procedures Generally
Practices in violation failure to meet procedural
requirements

Closed Session Procedures Written Statement
Practices in violation failing to prepare

Exceptions Permitting Closed Sessions
Business Relocation, 10-508(a)(4) membership in athletic
conference: outside exception
Exceptions Permitting Closed Sessions
Legal Advice, 10-508(a)(7) Within exception
advice on compliance with Act

Exceptions Permitting Closed Sessions
Litigation, 10-508(a)(8) Within exception
discussion of potential lawsuit

Exceptions Permitting Closed Sessions
Other Law, 10-508(a)(13)
discussion of confidential financial information: within the
exception

Exceptions Permitting Closed Sessions
Procurement, 10-508(a)(14) membership in athletic
conference: outside exception

Minutes Generally
Minutes of closed sessions to evidence the applicability of the
claimed exception

Minutes Closed Session Statement
Practices permitted - not specifying vote to adjourn

Minutes Closed Session Statement
Practices permitted - not listing how each member voted
when recorded vote was not required

Minutes Closed Session Statement
Practices in violation failure to identify attendees whose
presence was not confidential

Notice Requirements notice required despite fact that media
has learned of the meeting

8 Official Opinions of the Compliance Board 137 (2013) 138


Open Session Requirements violated by excluding public


*Topic headings correspond to those in the Opinions Index (2010 edition) at
http://www.oag.state.md.us/opengov/openmeetings/appf.pdf



February 26, 2013

Re: University System of Maryland Board of Regents
(Ralph Jaffe, Craig ODonnell, Complainants)


The Open Meetings Compliance Board has consolidated and
considered the complaints of Ralph Jaffe and Craig ODonnell
(Complainants) that the University System of Maryland Board of
Regents (the Board) violated the Open Meetings Act with respect to two
Special Meetings convened to discuss an agreement for the University of
Maryland to join the Big Ten athletic conference. Complainants allege that
the Board did not give proper notice of the meetings, failed to follow
statutorily-required procedures for meeting in closed session, discussed
matters in closed session that should have been open to the public, and
failed both to keep proper minutes of the closed meetings and to provide an
adequate public summary of the closed sessions. The Board filed timely
responses to the complaints in which it disputed the allegations and
provided a general account of what occurred at each of the Special
Meetings. Based largely on that account and for the reasons stated below,
we find that the Board violated the Open Meetings Act in multiple respects.

I.
Background

In its responses to the complaints, the Board reported that the
prospect of a deal between the University of Maryland and the Big Ten
Conference first emerged on Thursday, November 15, 2012. That day,
the Regents were advised that confidential negotiations with the Big Ten
were ongoing and that if a proposal developed over the weekend, they
would be briefed on the proposal prior to a scheduled meeting of the
Committee on Education Policy, which had been noticed for Monday,
November 17. By Saturday, various media outlets were already reporting
the University of Marylands potential change of athletic conferences and
the negotiations themselves had advanced to a stage where the Boards
leadership decided that a more immediate briefing was called for. To
provide that earlier briefing, a previously scheduled session of the Boards
intercollegiate athletics working group, to be held Sunday, November 18,
was expanded to include the other members of the Board and so was
converted into a Special Meeting of the Board.

8 Official Opinions of the Compliance Board 137 (2013) 139

The November 18 meeting was held via conference call and was not
open to the public. The Boards Chairman opened the meeting by
emphasizing the importance of maintaining the confidentiality of the
discussion to follow. The Boards counsel, Assistant Attorney General
Faulk, then offered legal advice on the propriety of meeting in closed
session and on related legal concerns. After these preliminaries, University
of Maryland President Wallace Loh and Director of Athletics Kevin
Anderson briefed the Board concerning the UMD/Big Ten Contract. The
Regents response describes the proceedings as follows:

The Regents had many questions for President
Loh, and they had a good, robust discussion
about the UMD/Big Ten Contract. During their
deliberation, the Board discussed the economics
of the UMD/Big Ten Contract and potential exit
fee that UMD might have to pay upon leaving
the Atlantic Coast Conference (the ACC).
The Board also discussed the prospective
possible uses of funds received from the Big
Ten. Following its deliberations, the Board
concluded the telephone call and planned to
reconvene the next day, November 19, 2012.

The response notes that prior to the next days meeting, President
Loh entered into the UMD/Big Ten Contract. According to the public
summary prepared after the November 19 meeting, that meeting took place
in the Saratoga Building in Baltimore from 8:3010:30 a.m. and the
Regents who attended participated in person or via conference call. As
with the previous days meeting, no part of the November 19 discussions
took place in open session. Again according to the public summary, the
Regents continued the discussion from November 18 on the details of the
Big Ten proposal to UMCP to join the league and were provided with
additional detail. Then, [a]fter discussion, thirteen regents endorsed the
UMCP application to the Big Ten; one regent did not endorse the
application.

On November 21, Board Chairman James Shea and University
System of Maryland (USM) Chancellor William Kirwan issued a joint
statement explaining that, while the Regents approval was not required to
enter into the contract, it was important to both the university and the
system that the Board of Regents deliberate on a move of such significant
magnitude. The statement also reported that [w]ith the advice and
counsel of the Office of the Attorney General, the board convened in closed
session and voted to endorse the universitys application to the Big Ten.

A further statement was issued December 7, 2012, saying that the
Board and USM officials,

. . . acknowledge and sincerely regret that the public notice
and closing procedures required by the Maryland Open
8 Official Opinions of the Compliance Board 137 (2013) 140

Meetings Act were not followed with regard to the two
sessions. However, the matters discussed at each meeting
were proper subjects for closed-sessions discussions in
accordance with the Open Meetings Act.

Subsequently, in their responses to the complaints, the Board contended
that any failures to comply with the notice or closing requirements of the
Open Meetings Act were at worst technical, or were harmless, or were
rendered moot with the publication and adoption of revised minutes. The
responses also assert that various exceptions to the Acts open session
requirements would have justified closing the meetings and that the closed
session minutes of the two meetings were legally sufficient.

II.
Discussion

The Open Meetings Act, Title 10, Subtitle 5 of the State Government
Article (SG), applies to any meeting of a quorum of a public body that is
convened to transact certain kinds of public business.
1
For any meeting
subject to the Act, a public body is obliged to comply with the Acts notice,
open session, and minute requirements. SG 10-505 through 10-509.
Parts of a meeting may be held in closed session but only to discuss matters
within one of the Acts specific, enumerated exceptions, SG 10-
508(a)(1)-(14), and only after mandatory closing procedures are observed.
SG 10-508(d). A public body that adjourns to a closed session must limit
its closed session discussion to the excepted matters it relied upon in
closing the session. SG 10-508(b). When deciding whether discussion of
a particular matter in closed session is permitted, a public body must
strictly construe the enumerated exceptions in favor of open meetings. SG
10-508(c).

A. Open Session Requirement

Complainants allege that discussions regarding an agreement to join
the Big Ten do not fall within any of the Acts enumerated exceptions and
were therefore required to be conducted in open session. The Board now

1
In some circumstances, an informational briefing on matters solely within
President Lohs purview and unrelated to any policy matter for the Board might
represent an administrative function not subject to the Act, so long as the
briefing involved no formulation of substantive policy and did not require any
action by the Board. See, e.g., 95 Opinions of the Attorney General 138, 160-61
(2010). However, given the Boards own description of its November 2012
meetings and of the pervasive impact on the University from a change of athletic
conferences, it is apparent that the closed session discussions could not have been
limited to an informational briefing on topics unrelated to future Board policy. In
any event, the Board has not argued that its meetings constituted an
administrative function and so we need not address it further.
8 Official Opinions of the Compliance Board 137 (2013) 141

asserts that several exceptions justify having those discussions in closed
session, though it did not identify those exceptions at the time.

After seeing the Boards initial responses to the complaints, which
contained only a general description of what occurred in closed session, we
requested access to the sealed minutes of the closed session in order to
determine whether, or to what extent, the closed session discussions may
have exceeded the permissible bounds of the exceptions identified in the
Regents answer. See SG 10-502.5(c). The Boards counsel referred us
to the public summaries or Meeting Notes posted on the Boards website
and explained that no other minutes existed.
2
Lacking further information,
our ability to determine what aspects of the discussion should have been
conducted in open session is necessarily limited. That said, while it appears
that some, perhaps most, of the closed session proceedings did involve
matters that may have justified closing the meetings had those reasons been
timely offered, we agree with Complainants that at least some aspects of
the discussion should have been open to the public.

We note first that the Act does not include a blanket exception for all
discussion by a public body relating to proposed contracts or ongoing
negotiations. See, e.g., 5 OMCB Opinions 130, 134 (2007) (The Open
Meetings Act . . . does not contain an exception for negotiations as such.).
Nor does the Act permit closed meetings whenever the public body
believes there may be economic or competitive reasons not to discuss an
agreement in open session. Instead, public bodies are afforded the option to
close a meeting when considering specific kinds of contracts or
transactions: the acquisition of real property for a public purpose; a
proposal for a business or industrial organization to locate, expand or
remain in the State; the investment of public funds; the marketing of public
securities; the negotiation of collective bargaining agreements; or, under
certain circumstances, consideration of matters directly related to the
competitive bidding or proposal process. SG 10-508(a)(3)-(6), (9), (14).

We disagree with the Boards contention that the agreement for the
University of Maryland to join the Big Ten Conference implicates either
the business relocation or procurement exceptions. SG 10-508(a)(4),
(a)(14). An agreement to join an athletic conference is not the type of
economic development initiative that the business relocation exception was
meant to cover. See, e.g., 7 OMCB Opinions 148, 159 (2011) (discussing
prior applications of exception (a)(4)). Interpreting the exception to reach
this kind of agreement would make it potentially applicable to any contract
that, as one of its consequences, results in new business operations or
activity within the State. This could be said of virtually any contract
involving the delivery of goods or services in Maryland or in any local

2
The summaries (Meeting Notes) are available at
http://www.usmd.edu/regents/minutes/ as minutes of the November 18 & 19,
2012 Executive Session.

8 Official Opinions of the Compliance Board 137 (2013) 142

jurisdiction. So broad and unwarranted an interpretation violates the Acts
directive to strictly construe its exceptions in favor of open meetings. SG
10-508(c).

Exception (4), covering discussions directly related to a competitive
procurement, is also inapposite.
3
The exception is premised on the
existence of a competitive bidding or proposal process and does not apply
to negotiation issues as such. 8 OMCB Opinions 8, 14 (2012) (internal
quotations omitted). It is specifically confined to a particular stage of the
procurement process (before contract award or bid opening), not expressive
of a general policy to shield all contract talks from public view, even
concerning sophisticated, important, or lucrative agreements. See, e.g., 4
OMCB Opinions 76, 81 (2004); 3 OMCB Opinions 233, 237 (2002)
(exception (a)(14) may not be expanded . . . to encompass any contractual
negotiation). In sum, we find that the Boards reliance on exceptions (4)
and (14) is misplaced; neither exception is relevant to the agreement
discussed at the November 18 and 19, 2012, Special Meetings.

Other exceptions cited by the Board would have permitted some
portion of the meetings to have been conducted in closed session.
Certainly, the Board was entitled to receive legal advice from its counsel
regarding compliance with the Open Meetings Act and related concerns.
SG 10-508(a)(7). Closed-session discussion about potential litigation
over the exit fee from the Atlantic Coast Conference or other legal action
would also have been permitted. SG 10-508(a)(8). Perhaps most
significantly, under exception (13), the Board was entitled to consider in
private session those aspects of the Big Ten agreement that would have
involved disclosure of confidential commercial or financial information if
discussed in open session.
4
Indeed, the Boards response to the ODonnell

3
The exception permits a closed session before a contract is awarded or bids
are opened only to discuss a matter directly related to a negotiating strategy or
the contents of a bid or proposal, if public discussion would adversely impact the
ability of the public body to participate in the competitive bidding or proposal
process. SG 10-508(a)(14).

4
Exception 13 allows a closed session to comply with a specific
constitutional, statutory, or judicially imposed requirement that prevents public
disclosures about a particular proceeding or matter. SG 10-508(a)(13).
Section 10-617(d) of the State Government Article, part of the Public Information
Act (PIA), prevents public disclosure of confidential commercial or financial
information contained in documents possessed by a State agency. Therefore,
under exception 13 of the Act, a public body is permitted to close a meeting when
public discussion of that information would compromise its confidentiality. See,
e.g., 65 Opinions of the Attorney General 320, 343-44 (1980) (discussing
compliance with legal requirements for confidentiality under analogous provision
of the Open Meetings Law, former Article 76A, 7 through 15). What
information would justify closed session discussions as legally confidential
must be determined according to an objective test, not simply what is asserted to
(continued. . . .)
8 Official Opinions of the Compliance Board 137 (2013) 143

complaint asserts that discussion of highly confidential and proprietary
commercial and financial information [was] certain to (and did) dominate
the discussion of the UMD/Big Ten Contract . . . . To the extent that the
Regents discussion did involve such information, the meeting could be
closed to prevent its disclosure.

At the same time, the Boards response indicates that at least part of
its robust discussion and deliberations involved matters that could have
been aired publicly. For example, a discussion of the prospective possible
uses of funds expected from the deal suggests some early-stage
consideration of policy matters and, if discussed in open session, could
have offered the public insight into the Boards current priorities or plans
without compromising sensitive details about the Big Tens finances or
operations. Or again, if the talks touched upon concerns relating to
students participation in athletic or academic programs, those exchanges,
too, could have taken place in open session without jeopardizing protected
commercial or financial information.

B. Notice Requirements

For any meeting subject to the Act, regardless whether substantive
discussions are to occur in open or closed session, a public body shall give
reasonable advance notice of the session. See SG 10-506(a). The Act is
flexible with regard to the timing and method of giving notice, particularly
where exigent circumstances require that a public body convene on short
notice. The reasonableness of the public notice given is to be assessed in
light of the circumstances making the meeting necessary. See, e.g., 7
OMCB Opinions 259 (2011) (discussing feasible methods for informing
public on short notice); 1 OMCB Opinions 56 (1994) (public body to
provide best public notice feasible under the circumstances). In every
circumstance, however, the public body has an affirmative duty to provide
such notice as it reasonably can.

Here, the Board issued no public notice of the Special Meetings of
November 18 and 19, 2012, having been advised by counsel that it was not
legally required to do so. This advice was in error and resulted in clear
violations of the Acts public notice requirements with respect to both
meetings. In its response, the Board concedes that it failed to give official
notice, but points to media accounts of the meetings to suggest that, as a
practical matter, the public did have notice of the Boards discussion and

be confidential by the party supplying the information. See 63 Opinions of the
Attorney General 355, 359-64 (1978) (discussing scope of confidential
commercial or financial information under the PIA); 69 Opinions of the Attorney
General 231 (1984) (applying test to construction data asserted to be
confidential). Without any specific knowledge of what commercial or financial
information the Big Ten may have provided or President Loh may have shared
with the Board, we are unable to say whether, or to what extent, exception 13 may
have been an appropriate basis for closing the two sessions.
8 Official Opinions of the Compliance Board 137 (2013) 144

therefore suffered no informational injury due to the Boards neglect of its
statutory duty.

We find this line of reasoning both unpersuasive and irrelevant to
whether the Board violated the Act. First, as explained more fully below,
such information as the press was able to report did not enable the public to
attend the meeting to observe the vote to close it, even assuming that
nothing else was required to occur in open session. Second, information
about the meeting of a public body transmitted through leaks or obtained by
happenstance does not relieve the public body of its affirmative duty to
provide notice of meetings and does not diminish the gravity of a
violation of that duty. Community and Labor United for Baltimore
(CLUB)Charter Committee v. Baltimore City Board of Elections, 377 Md.
183, 195-96 (2003). In the CLUB decision, for example, the Court found a
violation of the notice requirements of the Act sufficiently serious to void
the City Councils action, even though at least two reporters learned of the
un-noticed meeting and tried to attend it. In short, only official notice
satisfies the requirements of the Act.

C. Closing Procedures

The Open Meetings Act permits public bodies to meet in closed
session to discuss certain matters, but only after the public body has
followed each of the statutorily-prescribed steps necessary to close a
meeting. These steps are listed in 10-508(d)(1)-(2) of the State
Government Article:

(1) Unless a majority of the members of a
public body present and voting vote in favor of
closing the session, the public body may not
meet in closed session.

(2) before a public body meets in closed
session, the presiding officer shall:

(i) conduct a recorded vote on the
closing of the session; and

(ii) make a written statement of the
reason for closing the meeting;
including a citation of the authority under this
section, and a listing of the topics to be
discussed.

Thus, the Act requires that the presiding officer do two things in open
session before a meeting may lawfully be closed to the public. First, the
presiding officer must conduct a recorded vote on closing the session,
which a majority must approve. Second, the presiding officer must prepare
8 Official Opinions of the Compliance Board 137 (2013) 145

a written statement (or closing statement) giving the reasons for closing
the meeting and listing the topics to be discussed in closed session.
5


The Board of Regents acknowledges that its presiding officer did not
perform either of the duties prescribed in SG 10-508(d) prior to closing
the November 18 and November 19 meetings. No closing statements were
prepared and no votes to close the sessions were held or recorded. The
public was given no explanation of the need or legal justification for
closing either meeting. Rather, each meeting simply commenced in closed
session, in violation of the Acts mandatory closing procedures.

The Boards response tacitly admits these violations, again
attributing them to erroneous legal advice from the Assistant Attorney
General advising the Board. At the same time, however, the response seeks
to minimize the significance of the violations by arguing that, even had the
Board strictly complied with the notice and vote for closure provisions of
the Act, the public would not have enjoyed any additional or more prompt
access to the information discussed because the matters dealt with in the
two meetings were proper subjects for closed-session discussions.

We take issue with the Boards suggestion that the Acts closing
procedures were unimportant in light of the nature of the discussions that
followed. As an initial matter, the requirement to conduct a recorded vote
on closing a meeting makes the individual members of a public body
accountable for that decision. Here, no record exists to show which
members favored deliberating in closed session. Furthermore, the written
statement that is required serves several objectives, as we have explained in
our opinions:

First, the written statement gives the public
body one last opportunity to consider whether a
closed session really is necessary. The written
statement of the reason, in particular, enables
each member of the public body, before voting,
to consider whether the reason is sufficient to
depart from the Acts norm of openness.
Second, the written statement helps enable
members of the public who will be barred from
the closed session to understand that this
exception to the principle of openness is well-
grounded. Finally, the written statement is an
accountability tool, for an interested observer
can compare what is said in the written

5
The Act imposes other requirements that are applicable after a meeting has
been adjourned to closed session, including a post-closing statement regarding the
closed session that must be incorporated into the minutes of the public bodys
next open session. See 10-509(c)(2). Complainants allegations concerning the
Boards minutes are discussed in Part II.D of the opinion.
8 Official Opinions of the Compliance Board 137 (2013) 146

statement preceding the meeting with what is
said in the minutes summarizing the actual
conduct of the meeting, and infer whether the
public body hewed to the topic that justified the
closing.

4 OMCB Opinions 46, 48-49 (2004). It could be noted as well that a clear
articulation beforehand of the reasons for closing a meeting may be useful
to members of the public body who participate in the closed session,
allowing them to limit their remarks to matters within the relevant
exception. 7 OMCB Opinions 225, 227 (2011).

The Boards response to the complaints does not say whether
members were advised at the time which of the specific exceptions to the
Acts open session requirements justified closing the meeting, or whether
any guidance or parameters for the members discussions were
communicated. Thus, we have no way to know whether a timely statement
of the reasons for closing the meetings would have made any difference to
the course of the ensuing discussion. To remove this uncertainty from any
future closed sessions, we again stress to the Board the importance of
following the Acts required closing procedures.

D. Closed-Session Summary Provided in Open Session Minutes

When a public body meets in closed session, the Act requires
certain disclosures about the session to be included in the minutes of the
next open meeting. SG 10-509(c)(2). The disclosures required are:

(i) a statement of time, place, and
purpose of the closed session;

(ii) a record of the vote of each
member as to closing the session;

(iii) a citation of the authority
under this subtitle for closing the
session; and

(iv) a listing of the topics of
discussion, persons present, and
each action taken during the
session.

Id.

Complainants allege that the Boards disclosures regarding the Big
Ten meetings are deficient in numerous respects, including the lack of a
recorded vote to close the session; failure to give a statutory citation for
each closed session topic discussed; failure to explain the reason for
closing; lack of meaningful information about the topics discussed; failure
8 Official Opinions of the Compliance Board 137 (2013) 147

to identify all persons attending the closed session; failure to identify
actions taken at the Sunday meeting; and, with respect to the Monday vote
to endorse President Lohs action, failure to disclose how each member
voted.

Some of these alleged violations in the minutes follow necessarily
from the Boards failure to comply with the Acts closing procedures.
There is no need to repeat that analysis. As we have previously explained,
it was a violation of the Act to have held the closed sessions without first
voting to do so and without preparing, prior to closing the meeting, a
written statement that identified the statutory exceptions being invoked and
the reasons why the matters to be discussed fit within those exceptions. But
apart from the deficiencies already noted, there remain several other
allegations to address.

1. Adequacy of Topic Description
The Boards Meeting Notes for its November 18 meeting list three
topics that were discussed during the closed session: the confidentiality of
the meeting, a briefing on the proposal for UMCP to move from the ACC
to the Big Ten; and a briefing on the status of an ICA review of Towson
State University. In our opinion, each of these descriptions meets the
Acts minimal requirement that the topics discussed in closed session be
disclosed. See, e.g., 4 OMCB Opinions 188, 196 (2005) (concluding that
issues related to hiring at the Public Library satisfied the Act). In this
regard, if the topic list reflects all matters that were actually discussed at the
November 18 meeting, the descriptions given adequately reveal the agenda
followed by the Board in its closed session.

2. Failure to I dentify All Persons Attending Closed Session
Complainant alleges that the public summary of the closed session is
inadequate in that it fails to identify by name everyone who attended the
closed session. We agree. The closed session summary of each meeting,
for example, fails to name either President Loh or Athletic Director
Anderson as persons present, though they were key participants in one or
both meetings. Presumably, they and others were meant to be included
under the rubric of other USM office and institutional staff. This is
insufficient and violates 10-509(c)(2) of the Act. Generic descriptions of
this kind are permissible only in limited circumstances, where direct
identification would be inconsistent [with] other provisions of the Act or
would frustrate any of its underlying objectives. 5 OMCB Opinions 86, 92
(2006). No such circumstances are present here and so the name of
everyone present, including non-participants and staff, was required to be
disclosed.





8 Official Opinions of the Compliance Board 137 (2013) 148

3. Failure to I dentify Actions Taken at the November 18 Meeting
Complainant ODonnell objects that the summary of the November
18 meeting does not indicate a vote to adjourn the meeting. We have not
previously considered this necessary and find no violation in this regard.

4. Failure to Disclose I ndividual Votes to Endorse Agreement
Complainant ODonnell also alleges that the Board was required to
disclose how each member voted on the Big Ten agreement that President
Loh had signed prior to the November 19 meeting. The Board has stated
that the Regents vote on the 19
th
was not required but was simply a
means of expressing support. Section 10-509(c)(1) provides, in relevant
part, that [t]he minutes shall reflect . . . (iii) each vote that was recorded.
In considering this provision, we recently explained that when a public
body is required by other law or its own procedures to conduct a recorded
vote on a matter, the minutes should inform the public how each member
voted. 7 OMCB Opinions 237, 244 (2011). Here, because a recorded
vote was apparently not required, it is our view that it was within the
Boards prerogative to decide how to report its expression of support for the
Presidents action. The minutes reflecting the Boards endorsement do not
violate the Act.

E. Closed-Session Minutes

Written minutes must be kept of all meetings subject to the Open
Meetings Act, whether conducted in open session or closed. SG 10-
509(b). In general, closed-session minutes are kept under seal and are not
open to public inspection. SG 10-509(c)(3)(ii). Because closed-session
minutes are not typically prepared with an eye toward their potential
usefulness to the public, such minutes are frequently less detailed than
minutes kept of open sessions.

A public bodys closed-session minutes, however, may be requested
by the Compliance Board and, if so, the public body is directed to provide
us with any written response to a complaint. SG 10-502.5(c)(2)(ii). One
purpose of the requirement to prepare and maintain closed-session minutes,
therefore, is to aid in the complaint process. With that in mind, we believe
that closed-session minutes should, generally speaking, be sufficiently
detailed to serve this purpose. We encourage all public bodies, including
the Board of Regents, to consider this standard when preparing closed-
session minutes.

III.
Conclusion

The Compliance Board rejects the arguments made in the Board of
Regents responses that its failures to comply with the Act were at worst
technical, or that the Acts open government goals were substantially met
by subsequent press coverage on what may have been said in closed
8 Official Opinions of the Compliance Board 137 (2013) 149

session, based on undisclosed sources and unofficial leaks of
information. The Board itself has an affirmative duty to comply with the
Act. Accordingly, we find that the Board of Regents violated the Open
Meetings Act by failing to give public notice of its November 18 and 19,
2012, Special Meetings and by failing to follow the Acts mandatory
procedures for closing an open meeting. We also find, even on the basis of
the limited information that the Board has provided to us about those
meetings, that at least some part of the Boards discussion should almost
certainly have been conducted in open session. Lastly, we find that the
summaries of the two closed sessions posted on the Board of Regents
website are deficient in that both fail to name all persons present at those
meetings as required by the Act. In its response, the Board has outlined
revised procedures that it will adopt for future meetings.
6
In our view,
those procedures are consistent with the Act and the Board should follow
them.

Open Meetings Compliance Board

Elizabeth L. Nilson, Esquire
Courtney J. McKeldin
Julio A. Morales, Esquire



6
The revised procedures largely re-state the notice and closing procedures of
the Act and include a proposal to provide a public call-in number for meetings
held via conference call.