Gay Jennings and Michael Barlowe

By G. Jeffrey MacDonald

Conducting business transparently is a professed value of the Episcopal Church’s Executive Council. But living up to that principle has become a challenge for the council to work out.

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At issue is how to ensure meetings are open to the public, as required in the council’s bylaws, while also allowing for private conversations at certain times. Much of the council’s work occurs behind closed doors, both physical and online. The discrepancy between the ideal and actual practice has garnered attention from the Joint Standing Committee on Governance and Administration (GAM).

“It’s ironic that with all this technology, we’re less transparent now than we ever were before,” said GAM member Joe Farrell at the council’s February meeting in Fort Worth.

Farrell noted that technology is used to prevent visitors, including news media, from following along in committee discussions. Proposed budgets and resolutions are off-limits to everyone except council members, who access them online through a password-protected extranet site. Visitors are welcome to listen, but they may not see the documentation being discussed. The first time they see it is one or more days later, when the full council is ready to vote.

The GAM committee also discussed standards for when to pause an open meeting and go into closed, or executive, session. The council and its committees have sent away visitors and held closed-door sessions at least six times in their first two meetings of this triennium. Among the topics discussed since November in closed sessions, where council members are sworn to secrecy: construction issues involving the Episcopal Church archives; rebuilding St. Vincent’s School for handicapped children in Haiti; council members’ interactions with the news media; a church-owned parking lot in Austin; an investigation of alleged misconduct among three senior staffers; and the Diocese of Cuba’s expressed interest in rejoining the Episcopal Church.

“In the way the bylaws read, the topics aren’t limited,” said the Rev. Gay Jennings, president of the House of Deputies, who serves as vice president of Executive Council. “Executive Council can decide, by a two-thirds vote, to go into executive session about whatever they deem needs to be talked about.”

But experts on nonprofit governance say boards do well to show restraint and be consistent about the criteria they use when closing their doors, even if bylaws permit closure for any reason.

“A board that goes into executive session whenever it feels more comfortable being in executive session creates a situation where an interested member of the wider constituency never knows whether they have the complete picture or not — or what part of the complete picture they have,” said the Rev. Dan Hotchkiss, author of Governance and Ministry: Rethinking Board Leadership (Alban Institute, 2009) and a longtime senior consultant with the Alban Institute before it closed in 2014. “That’s a good reason for a board to have a consistent practice.”

Executive Council’s bylaws permit the 40-member council to meet in closed plenary session whenever two-thirds of members vote to shut the doors, as long as they give a reason. The bylaws do not stipulate that council committees may meet in closed session, but doing so has nevertheless become common practice during the council’s three- or four-day meetings.

As the GAM committee grappled with open-meeting norms, members heard opinions on when it’s legitimate to grant exceptions and close a board’s doors for a particular conversation.

“There are some times when we need to go into executive session,” said Russ Randle, a GAM committee member and partner in the Washington, D.C., law firm of Squire Patton Boggs. “If we’re discussing commercial stuff, discussing personnel, or discussing litigation — those are well-understood exceptions that most public bodies recognize.”

At stake are two key commodities for any board: trust and accountability, according to Liz Shear, a professor of nonprofit governance at the University of San Diego.

“You don’t want your constituency to have any reason to think you’re making behind-the-scenes agreements without open debate or open conversation,” Shear said. She added that boards can run that risk when they do not heed strict and consistently high standards for closing sessions.

“The danger is that you start using executive session to discuss things that really should be discussed in open session,” Shear said.

Shear said best practice for nonprofit governance calls for closed session to be used only when a topic falls into one of four categories: personnel matters; pending litigation; commercial transactions, such as a real-estate purchase or sale that could be jeopardized if proposed terms were to become public; or debriefing after a board meeting has concluded.

Executive Council wrestled with transparency in February in the context of adopting new rules for reporters covering its meetings. At the February gathering, the council adopted a new two-page list of media guidelines, including a notice that no media or other visitors may see proposed budgets or resolutions until they are “finalized and appropriately acted upon by the Executive Council.”

In other denominations, governing boards normally do not prevent visitors from seeing working documents, Hotchkiss said. Before a meeting, boards make packets available to the public, including budgets, resolutions, and other documents, except a select few that have good reason to be in a private, board-only file.

“Typically, there will be a board packet that’s emailed out, and then there will be certain documents that board members have access to under a pass code,” he said.

As the GAM committee pressed on, more transparency issues arose. Should Executive Council sometimes meet virtually via conferencing technology, as recommended by the Task Force for Reimagining the Episcopal Church (TREC)? If so, how would transparency be ensured? No, GAM decided, a virtual meeting is not practical for a body of 40 members. (The TREC recommendation for virtual meetings presumed the council would be trimmed to about half its current size, but General Convention rejected that proposal last year.)

In comparison to governing bodies elsewhere in the Episcopal Church and in other denominations, Executive Council’s norms put more of the onus on members to decide how open they want to be. Other bodies have norms intended to boost accountability and trust.

For instance, General Convention makes proposed budgets and resolutions available for all to review before, during, and after the two-week meeting.

“Every board needs a chance to talk privately,” Shear said, “and yet at the same time be totally accountable to [its] stakeholders.”

In the United Methodist Church, boards at every level must make available to visitors any documents that are discussed in open session, such as proposed resolutions or budgets. The Methodists’ Book of Discipline says: “Great restraint should be used in closing meetings; closed session should be used as seldom as possible.” Closed sessions in the UMC are permitted only to discuss personnel; litigation; real-estate transactions; negotiations that could be imperiled by making discussed information public; accreditation; security strategies; and privileged conversations with attorneys or accountants.

Transparency is apt to be a recurring topic at future meetings of the Executive Council. One reason: the extranet is an outdated and awkward vehicle for sharing documents during a board meeting, according to the Rev. Canon Michael Barlowe, executive secretary of General Convention.

He recommended the council look into upgrading its technological infrastructure. Any systemic changes are apt to trigger more conversation about what should be shared with the public.

Another reason: the question of whether the board should record and post its sessions online has now been discussed at two consecutive council meetings, but remains unresolved. Some council members have expressed strong opinions about recordings, including the Rev. Mally Lloyd, who said media should not be allowed to record open sessions. She missed the council’s meeting in February but sent comments to be read aloud in the GAM committee by President Jennings.

“I feel very strongly that meetings of the whole and committee meetings should not be recorded and made public,” Lloyd wrote. “I think that practice will inhibit free-flowing discussion and moments of humor. … I want to be able to speak frankly, puzzle through a point of view, even change my mind.”

For now, the board has not arranged to record its proceedings, but it does permit media to make recordings, in accordance with guidelines adopted in February. Some feel the board should go one step further in the future and start posting online everything that’s done in open session.

“I think we’re better off just putting it out there,” Randle said. “If we claim that we are transparent about things, then we need to act that way.”

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