Shelby County Board private Zoom gathering not found to be OMA meeting requiring notice

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Dear Mr. Allen and Mr. Mayhall:

This determination is issued pursuant to section 3.5(e) of the Open Meetings Act (OMA) (5 ILCS 120/3.5(e) (West 2024)).

BACKGROUND

On January 18, 2025, Mr. Kirk Allen submitted a Request for Review to the Public Access Bureau alleging that the Budget/Audit/Legislative and Finance Committees of the Shelby County Board (Board) violated OMA by participating in an "Audit preparation kick-off meeting" via Zoom on January 9, 2025, without following OMA's requirements, such as providing public notice. 1 He asserted that at least six Board members participated in this gathering and that two of the attendees were unknown but that if they were Board members, "the County Board needs to be added to the named public bodies allegedly violating OMA. "2 Mr. Allen listed the Board members who served on each of the two committees and highlighted the On January 27, 2025, this office forwarded a copy of the Request for Review to the Board and asked it to provide a written response addressing whether the January 9, 2025, gathering constituted a "meeting," as that term is defined in section 1.02 of OMA ( 5 ILCS 120/1.02 (West 2024)). On February 19, 2025, this office received the requested response. On February 21, 2025, this office forwarded a copy of the Board's response to Mr. Allen; he replied that same day.

DETERMINATION

It is "the public policy of this State that its citizens shall be given advance notice of and the right to attend all meetings at which any business of a public body is discussed or acted upon in any way." 5 ILCS 120/1 (West 2024). Section 2(a) of OMA (5 ILCS 140/2(a) (West 2024)) provides that "[a]ll meetings of public bodies shall be open to the public unless excepted in subsection ( c) and closed in accordance with Section 2a."

For the requirements of OMA to apply, a gathering must constitute a "meeting" as defined by section 1.02 of OMA (5 ILCS 120/1.02 (West 2024)):

"Meeting" means any gathering, whether in person or by video or audio conference, telephone call, electronic means (such as, without limitation, electronic mail, electronic chat, and instant messaging), or other means of contemporaneous interactive communication, of a majority of a quorum of the members of a public body held for the purpose of discussing public business[.]

Under this statutory definition, a "meeting" may include gatherings held by video or audio conference. In his submission, Mr. Allen stated that seven Board members serve on each of the two committees. Accordingly, four members of each committee comprise a quorum, and a majority of the quorum is three members. Deliberative discussions involving at least three members of each committee which concern "public business" would ordinarily constitute meetings of the committees that would be subject to the procedural safeguards and requirements of OMA. Mr. Allen contended that four members of the Budget/ Audit/Legislative Committee and three members of the Finance Committee participated in the Zoom gathering.

The mere presence of a majority of a quorum of a public body's members at a gathering does not trigger the requirements of OMA. See University Professionals of Illinois v. Stukel, 344 Ill. App. 3d 856, 868 (2003) (acknowledging that OMA is not "triggered every time The Office of the Attorney General has stated, "whether a gathering falls within the definition of meeting as used in the Act, would depend upon the peculiar facts in each situation." 1974 Ill. Att'y Gen. Op. No. S-726, issued March 22, 1974, at 7. "In theory, there is no absolute prohibition against the members of a public body attending an 'informational meeting' without triggering the application of' OMA, as long as the members do not make "[d]eliberational statements" or engage in "unrecorded discussions" amongst themselves. Ill. Att'y Gen. Op. No. 95-004, issued July 14, 1995, at 10-11. In that opinion, the Attorney General concluded that the "mere fact that a majority of a quorum of the members of a public body attend and participate in a bona fide presentation on new legislative developments in an area of public concern" did not make the presentation subject to OMA, but the extensive discussions of public business by members of two county boards during the presentation did trigger the requirements of OMA. (Emphasis in original.) Ill. Att'y Gen. Op. No. 95-004, at 10-11. In addition, the requirements of OMA apply not only to those gatherings in which public bodies attempt to reach an accord or take formal actions, but also to gatherings where there are discussions of public business that are for the purpose of collecting information. Ill. Att'y Gen. Pub. Acc. Op. No. 23- 003, issued March 14, 2023, at 6-7 (concluding that "Meet and Greet" gathering constituted a meeting where board members "engaged in the collective inquiry phase of deliberations by gathering and exchanging information in anticipation of possibly taking future action"); Ill. Att'y Gen. Pub. Acc. Op. No. 25-011, issued August 12, 2025, at 7, 10 (county board members who attended presentation and participated in question and answer session with energy company "engaged in collective inquiry phase of deliberations by gathering and exchanging information in anticipation of possibly taking future action" on a proposed project).

The Board's response to this office confirmed that four members from the Legislative/Budget/ Audit Committee attended the Zoom gathering, and three members of the Finance Committee also attended with one member leaving after about 10 minutes. Additionally, representatives from six other County offices attended. The Board described the Zoom gathering as follows:

The meeting was set up and conducted by Anna Cadmus and Laura Babula from Sikich, who were recently hired to perform pre-audit and budget services for us in 2025 and 2026. The meeting was to introduce themselves and to discuss their scope of work and process to perform pre-audit work for fiscal year 2023, as well as timelines. Member participation was minimal since Ms. Cadmus was providing information and expectations for their In reply to that answer, Mr. Allen maintained that the committees improperly participated in the Zoom gathering without adhering to OMA's requirements. He asserted: "While this audit prep meeting may not have had any formal action taken, they clearly admit it was to discuss public business. That business, based on the agenda items, was to collect information in order to move forward with the past-due 2023 county audit. "4 He also directed this office's attention to an e-mail sent from the Board's chair to committee members sharing the Zoom invite and agenda for this gathering.

After reviewing the materials submitted by the parties, this office asked the Board to provide a copy of the recording of the Zoom gathering if such a recording existed. The Board Chairman replied that he consulted the Sikich representative who hosted the gathering, and she replied that she did not have a recording but offered to provide her notes. On August 25, 2025, the Sikich representative sent the notes to this office. The notes contain limited details. They appear to reflect that County officials, including Board members, introduced themselves and received information from Sikich concerning the preparation for the pre-audit. The notes also indicate that Sikich asked limited questions about County operations, but they do not describe any specific interactions or back-and-forth discussions involving Board members.

Based on the available information, this office is unable to determine that the presentation led by the Sikich representatives expanded into deliberative discussions with or among Board members concerning the pre-audit. Although it is undisputed that the pre-audit pertained to public business, this office has insufficient evidence from which it could conclude that the members of the two committees engaged in the collective inquiry phase of deliberations by exchanging information with one another in preparation for this pre-audit. The agenda indicates that the purpose of the gathering was to provide general information to county agencies about the upcoming pre-audit. Consistent with the Board's response to this office, the notes of the gathering indicate that the gathering primarily involved Sikich providing an overview of the audit process and summarizing the types of information or records that would be collected from the various agencies in the coming weeks. Unlike the meeting at issue in Attorney General Opinion 95-004, which the meeting materials showed was called "for the purpose of persuading" the public bodies toward a course of action and for which there was direct evidence of deliberational statements of certain members, 5 this office lacks evidence of Board members The Public Access Counselor has determined that resolution of this matter does not require the issuance of a binding opinion. This letter shall serve to close this matter. If you have any questions, please contact me at the Chicago address listed on the first page of this letter.

Very truly yours, TERESA LIM Deputy Bureau Chief Public Access Bureau 84869 o 2a meeting proper co