The Board of Education of Springfield School District No. 186 v. The Attorney General of Illinois

2017 IL 120343

IN THE

SUPREME COURT

OF

THE STATE OF ILLINOIS

(Docket No. 120343)

THE BOARD OF EDUCATION OF SPRINGFIELD SCHOOL DISTRICT NO. 186,

Appellee, v. THE ATTORNEY GENERAL OF ILLINOIS, Appellant.

Opinion filed January 20, 2017.

JUSTICE GARMAN delivered the judgment of the court, with opinion.

Chief Justice Karmeier and Justices Freeman, Thomas, Kilbride, Burke, and

Theis concurred in the judgment and opinion.

OPINION

¶1 On administrative review, the circuit court of Sangamon County reversed the

Attorney General’s binding opinion finding violations of the Open Meetings Act

(Act) (5 ILCS 120/1 et seq. (West 2012)). The appellate court affirmed the

judgment of the circuit court. 2015 IL App (4th) 140941.

¶2 This court granted the Attorney General’s petition for leave to appeal pursuant

to Illinois Supreme Court Rule 315 (eff. Jan. 1, 2015). The Illinois Association of

School Boards, Illinois Association of School Administrators, and Illinois

Association of School Business Officials filed an amicus curiae brief pursuant to

Illinois Supreme Court Rule 345 (eff. Sept. 20, 2010), as did the Illinois Municipal

League.

¶3 For the reasons that follow, we affirm the judgment of the appellate court.

¶4 BACKGROUND

¶5 Beginning in November 2012, the Board of Education of Springfield School

District No. 186 (Board) met in several closed sessions to discuss the possibility of

entering into a separation agreement with the then-superintendent of schools, Dr.

Walter Milton, Jr. At the January 31, 2013, closed meeting, Milton signed and

dated a proposed agreement.

¶6 At a closed session during the February 4, 2013, meeting, six of the seven board

members signed the agreement but did not date it. At that meeting and on several

later occasions, the Board’s attorney explained to the Board members that they

would have to take a public vote on the agreement but that they were bound by its

terms not to publicly disclose the details of their discussions or to publicly discuss

the terms of the agreement.

¶7 On February 21, 2013, Ms. Molly Beck, a reporter for the State

Journal-Register, filed a request for review with the Public Access Counselor in the

Office of the Illinois Attorney General, pursuant to section 3.5 of the Act (5 ILCS

120/3.5(a) (West 2012)), requesting review of alleged violations of the Act,

including the signing of the separation agreement without first conducting a public

vote to approve it.

¶8 While this matter was pending, the Board announced the agenda for a public

meeting to be held on March 5, 2013. On March 1, 2013, the Board posted the

agenda on its website. Under the heading “Roll Call Action Items,” the online

agenda listed item 9.1, “Approval of a Resolution regarding the Separation

Agreement and Release between Superintendent Dr. Walter Milton, Jr., and the

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Board of Education.” Clicking on this link led to a screen containing the resolution,

which stated: “The Board President recommends that the Board of Education of

Springfield School District No. 186 vote to approve the Separation Agreement and

Release between Dr. Walter Milton Jr. and the Board of Education.” This item

contained a link to the separation agreement itself, containing the signature of Dr.

Milton, dated “1/31/13,” and the undated signatures of six of the seven Board

members.

¶9 At the March 5, 2013, public meeting, the Board president introduced the

agenda item by stating: “I have item 9.1, approval of a resolution regarding the

separation agreement. The Board President recommends that the Board of

Education of Springfield School District No. 186 vote to approve the separation

agreement and release between Dr. Walter Milton, Jr., and the Board of

Education.”

¶ 10 The dissenting Board member moved that the matter be tabled, commenting

that neither she nor the public were aware of the reasons for taking this action. Her

motion was not seconded.

¶ 11 The president’s motion was then seconded, and she called for discussion. The

dissenting board member spoke in support of Dr. Milton, and another board

member thanked him for his service to the school district. The matter was called for

a roll call vote, and the resolution was approved by a 6 to 1 vote. The previously

signed agreement was then dated March 5, 2013.

¶ 12 After an investigation, the Attorney General issued a binding opinion on May

21, 2013, finding four violations of the Open Meetings Act: (1) the six board

members’ signing of the agreement at the February 4, 2013, closed session

constituted the taking of a final action in violation of section 2(e) of the Act;

(2) even if it was permissible to ratify that action by a vote at an open meeting, the

Board violated section 2(e) of the Act at the open meeting by failing to “adequately

inform the public of the nature of the matter under consideration or the business

being conducted”; (3) the Board failed to create and maintain verbatim recordings

of three closed sessions, violating section 2.06(a) of the Act; and (4) the Board

failed to summarize discussions of the separation agreement in the minutes of five

closed meetings, in violation of section 2.06(e)(3) of the Act.

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¶ 13 The Board sought administrative review under section 7.5 of the Act (5 ILCS

120/7.5 (West 2012)). The circuit court reversed the Attorney General’s conclusion

that the Board violated section 2(e) of the Act by unlawfully taking final action on

the separation agreement at a closed session, finding that final action was taken at

the March 5, 2013, open meeting. The court declined to reach the merits of the issue

of the adequacy of the Board’s efforts to inform the public and, instead, remanded

to the Attorney General for further proceedings to allow the Board to respond to

that claim.

¶ 14 In its response, the Board’s position was that it satisfied the public recital

requirement by posting the resolution and the separation agreement on its website

with the agenda for the March 5, 2013, open meeting and by reading the resolution

aloud at the open meeting before the vote was taken.

¶ 15 In a second binding opinion issued in April 2014, the Attorney General found

that the Board violated section 2(e) of the Open Meetings Act “by voting to

approve the separation agreement during its March 5, 2013, meeting without

adequately informing the public of the business being conducted,” because “the

Board’s posting of the separation agreement on its website did not constitute a

public recital during an open meeting” as required by section 2(e). Specifically:

“[A]t the March 5, 2013, meeting, the Board described the nature of the matter

under consideration only in vague, general terms by calling for a vote on a

motion to approve a separation agreement with Dr. Milton. The public was

given no specific information concerning the separation agreement or its terms.

In particular, the public was not informed that the separation agreement

included a substantial lump sum payment of public funds.”

¶ 16 The opinion further stated that section 2(e) requires public recitation of both the

nature of the action to be taken and other information that will inform the public of

the business being conducted. “In context,” the Attorney General’s opinion stated,

“this language can only be construed to mean that the public body is required to

provide a verbal explanation of the significance of its action to members of the

public who are present at the meeting before the public body can proceed to

consider taking action.” Further, the public recital itself “must be verbal and must

take place during the public meeting,” and the public body must ensure that “the

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members of the public in attendance at the meeting receive sufficient ‘other

information’ to understand the business being conducted.”

¶ 17 The circuit court again reversed the Attorney General’s binding opinion,

concluding that the website posting of the agenda adequately informed the public

of the nature of the business that was to be conducted at the March 5, 2013, open

meeting. Thus, the circuit court ruled, by posting the agreement four days prior to

the meeting, the Board “did, in fact, publicly recite the matter being considered

prior to taking its roll call vote.” In addition, the circuit court rejected the premise

that section 2(e) requires “that the public body explain the significance of the final

action to be taken.”

¶ 18 The appellate court affirmed the judgment of the circuit court, stating that the

undated signing of the settlement agreement by six of the seven board members at

the closed meeting did not violate section 2(e)’s prohibition on taking final action at

a closed meeting. The appellate court further held that the links on the website

posting of the agenda together with the Board president’s introduction of the

agreement “consistent with the general terms of the agenda” was an adequate

public recital. The court also observed that section 2(e) does not “require that the

public body provide a detailed explanation about the significance or impact of the

proposed final action.” The appellate court reached these conclusions based on

what it found to be the clear and unambiguous language of the statute, rejecting the

Attorney General’s argument that the legislative history reveals a more expansive

legislative intent. 2015 IL App (4th) 140941.

¶ 19 ANALYSIS

¶ 20 The Attorney General, as appellant, raised two issues in the petition for leave to

appeal but phrased the issues somewhat differently in the appellant’s brief. Reading

both documents together, two questions emerge: (1) whether, as a matter of law,

the public recital required by section 2(e) of the Open Meetings Act must include

an explanation of the significance of the contemplated action and (2) whether, in

this case, the Board violated section 2(e) by failing to satisfy the public recital

requirement at the open meeting at which the Board voted to approve the

agreement.

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¶ 21 Interpretation of Section 2(e) of the Open Meetings Act

¶ 22 The first issue requires this court to interpret section 2(e) of the Open Meetings

Act to determine what constitutes a sufficient public recital at an open meeting. The

parties agree that, in general, the standard of review regarding interpretation of a

statute is de novo (Goodman v. Ward, 241 Ill. 2d 398, 406 (2011)), but the Attorney

General nevertheless argues for a substantial degree of deference to her because of

her statutory role in administering the Act. The Board argues that no deference is

due to the Attorney General.

¶ 23 We conclude that the answer to this dispute depends on whether section 2(e) is

ambiguous. This court would give some deference to the Attorney General’s

interpretation of an ambiguous statute, as she heads the agency charged with the

administration and enforcement of the Act. See 5 ILCS 120/3.5 (West 2012);

Crittenden v. Cook County Comm’n on Human Rights, 2013 IL 114876, ¶ 19.

However, if the meaning of section 2(e) is plain, there is no need for statutory

construction, and thus, no deference to the agency is due. See Hadley v. Illinois

Department of Corrections, 224 Ill. 2d 365, 371 (2007) (noting that a court is not

bound by an agency interpretation that conflicts with the statute).

¶ 24 The principles guiding our analysis are well established. Our primary objective

is to ascertain and give effect to legislative intent, the surest and most reliable

indicator of which is the statutory language itself, given its plain and ordinary

meaning. Illinois Graphics Co. v. Nickum, 159 Ill. 2d 469, 479 (1994). Where the

language of the statute is clear and unambiguous, its meaning is plain, and we must

apply it as written without resort to extrinsic aids to statutory construction. People

v. Collins, 214 Ill. 2d 206, 214 (2005).

¶ 25 If, however, the language used is susceptible to more than one equally

reasonable interpretation, it is ambiguous, making construction of the language

necessary and permitting resort to other aids of construction to determine

legislative intent. Solon v. Midwest Medical Records Ass’n, 236 Ill. 2d 433, 440

(2010). In doing so, we construe such a statute so that no part of it is rendered

meaningless or superfluous (People v. Jones, 214 Ill. 2d 187, 193 (2005)) and will

not read into it exceptions, limitations, or conditions that conflict with the

expressed intent (People v. Martinez, 184 Ill. 2d 547, 550 (1998)). In determining

the intent of the legislature, we may properly consider not only the language of the

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statute but also the purpose and necessity for the law, the evils sought to be

remedied, and the goals to be achieved. People ex rel. Sherman v. Cryns, 203 Ill. 2d

264, 280 (2003). Further, when undertaking the interpretation of a statute, we must

presume that when the legislature enacted a law, it did not intend to produce absurd,

inconvenient, or unjust results. Vine Street Clinic v. HealthLink, Inc., 222 Ill. 2d

276, 282 (2006).

¶ 26 The Open Meetings Act allows a public body, such as the Board, to hold a

closed meeting to consider the “appointment, employment, compensation,

discipline, performance, or dismissal of specific employees of the public body or

legal counsel for the public body, including hearing testimony on a complaint

lodged against an employee of the public body or against legal counsel for the

public body to determine its validity.” 5 ILCS 120/2(c)(1) (West 2012). However,

section 2(e) of the Open Meetings Act provides: “No final action may be taken at a

closed meeting. Final action shall be preceded by a public recital of the nature of

the matter being considered and other information that will inform the public of the

business being conducted.” 5 ILCS 120/2(e) (West 2012).

¶ 27 The Attorney General argues that the meaning of section 2(e) is plain and that it

requires two types of public recital. First, the public body must recite the “nature of

the matter being considered.” Second, because section 2(e) contains the word

“and,” the public body must also recite “other information that will inform the

public of the business being conducted,” 5 ILCS 120/2(e) (West 2012). Under the

Attorney General’s reading of this phrase, if the public recital does not include

“other information” that explains the significance of the matter, it does not comply

with the stated legislative intent of the Open Meetings Act: “It is the public policy

of this State that public bodies exist to aid in the conduct of the people’s business

and that the people have a right to be informed as to the conduct of their business.”

5 ILCS 120/1 (West 2012). In addition to advocating this interpretation of section

2(e), the Attorney General rejects any suggestion that the posting of an agenda prior

to the open meeting is relevant to the question of the adequacy of the public recital

at the meeting.

¶ 28 The Board responds that the Attorney General’s reading of section 2(e) would

impose additional requirements on the public body beyond those imposed by the

plain language of the statute. In addition, if the public body were required to

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explain the significance of the matter under consideration, such a standard would

be unworkable in practice for several reasons. First, if a subjective standard were to

require actual understanding by the attendees, the body could not take action so

long as any attendee disclaimed understanding, leading to an absurd result. Even an

objective standard—whether a reasonable person would understand the matter—is

unworkable because the body could always provide even more information to

improve understanding. Similarly, reading the phrase “and other information” to

require that “key terms” of the matter be recited and explained would be

time-consuming and fraught with disagreement as to which terms are “key.”

Finally, the Board argues that the content of the previously posted agenda may be

considered as part of the public recital.

¶ 29 Compliance With the Agenda Requirement

¶ 30 Section 2.02 of the Act requires public notice of all meetings of public bodies,

whether open or closed to the public. Specifically,

“[a]n agenda for each regular meeting shall be posted at the principal office of

the public body and at the location where the meeting is to be held at least 48

hours in advance of the holding of the meeting. A public body that has a website

that the full-time staff of the public body maintains shall also post on its website

the agenda of any regular meetings of the governing body of that public body.

Any agenda of a regular meeting that is posted on a public body’s website shall

remain posted on the website until the regular meeting is concluded.” 5 ILCS

120/2.02(a) (West 2012).

¶ 31 In this case, the agenda for the March 5, 2013, open meeting was posted on the

Board’s website four days before the scheduled meeting. It is not clear from the

record whether there was also a physical posting at the Board’s office or at the

location of the meeting, but as neither party has raised this question, we will assume

arguendo that paragraph (a) of this section was fully complied with.

¶ 32 Section 2.02(c) requires that “[a]ny agenda required under this Section shall set

forth the general subject matter of any resolution or ordinance that will be the

subject of final action at the meeting.” 5 ILCS 120/2.02(c) (West 2012).

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¶ 33 The posted agenda not only set forth the general subject matter—approval of a

resolution regarding a separation agreement—it specifically identified the

individual employee with whom the agreement had been negotiated, and it

contained a link to the full text of the agreement itself.

¶ 34 Although the Attorney General expresses concern that not all members of the

public have ready access to the Internet, she raises no issue regarding the Board’s

compliance with section 2.02. She does argue that the mere posting of an agenda in

compliance with section 2.02 of the Act is not sufficient to meet the public recital

requirement of section 2(e) or to fulfill the purpose expressed in section 1 of the

Act, because not all individuals who attend the public meeting will have read the

agenda beforehand. Further, she argues, the two separate requirements—posted

agenda and public recital—show that the legislature intended for public bodies to

conduct meetings in a manner that enables those in attendance to understand the

business being conducted even if they have not consulted the agenda beforehand.

¶ 35 We agree with the Attorney General that, because the statute must be read so

that no part of it is rendered superfluous (Jones, 214 Ill. 2d at 193), an agenda

posting standing alone cannot fulfill the public recital requirement of section 2(e).

¶ 36 Meaning of “preceded by”

¶ 37 The Attorney General argues that the plain language of section 2(e) requires

that the public recital take place at the open meeting at which the matter is

considered because the recital must immediately precede the business that is “being

conducted” at the open meeting. 5 ILCS 120/2(e) (West 2012). A public recital at

some previous time would not satisfy this requirement because it would pertain to

business that will be conducted in the future, not to business presently being

conducted.

¶ 38 The Board does not dispute that a public recital must occur during the open

meeting, prior to the public body’s taking action on the specific matter. The Board

does argue, however, that the content of the previous agenda posting may be taken

into account when considering whether the public recital at the meeting is

sufficient.

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¶ 39 We agree with the parties that in order to comply with section 2(e), the public

recital must occur during the open meeting, prior to the public body’s taking action

on the matter. For reasons that follow, we defer consideration of the relevance, if

any, of an earlier public posting of other information regarding the specific item

under consideration.

¶ 40 Meaning of “recital” and “nature of the matter being considered”

¶ 41 When a court is called upon to determine whether a statutory term has a plain

and ordinary meaning, it is appropriate to consult a dictionary. People v. Perry, 224

Ill. 2d 312, 330 (2007).

¶ 42 Black’s Law Dictionary defines “recital” as “[a]n account or description of

some fact or thing.” Black’s Law Dictionary 1462 (10th ed. 2014). The example

given is “the recital of the events leading up to the accident.” Id. A general use

dictionary defines “recital” as “the formal statement or setting forth of some

relevant matter of fact in a deed or legal document.” Webster’s Third New

International Dictionary 1895 (1993). Again, an example is provided: “to explain

the reasons for a transaction, to evidence the existence of facts, or to introduce a

positive allegation in pleading.” Id.

¶ 43 Neither of these definitions offers a synonym for the word “recital,” and while

both of the examples seem to suggest that a “recital” might be expected to include

some degree of detail regarding the fact or thing being described, neither definition

aids us in deciding what a “public recital of the nature of the matter being

considered” must include.

¶ 44 The answer is found in the context in which the word “recital” is used in section

2(e). The public body is required to recite the “nature of the matter being

considered,” not to summarize the events leading up to consideration of the matter

or to explain the reasons for the proposed transaction. The “nature” of a matter is a

“fundamental quality that distinguishes one thing from another” or “its essence.”

Black’s Law Dictionary 1190 (10th ed. 2014). See also Webster’s Third New

International Dictionary 1507 (1993) (defining “nature” as “the essential character

or constitution of something”).

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¶ 45 We, therefore, reject the Attorney General’s assertions that “this language can

only be construed to mean that the public body is required to provide a verbal

explanation of the significance of its action to members of the public who are

present at the meeting before the public body can proceed to consider taking

action” and that the public body must ensure that “the members of the public in

attendance at the meeting receive sufficient ‘other information’ to understand the

business being conducted.”

¶ 46 The language of section 2(e) does not mention an explanation, the significance

of the action being considered, or the attendees’ understanding. Rather, the plain

meaning of the phrase “public recital of the nature of the matter being considered”

is that the public body must state the essence of the matter under consideration, its

character, or its identity.

¶ 47 Because the Attorney General would read into this phrase additional

requirements that are not supported by the text, we give no deference to her

interpretation of this phrase. Our analysis does not end here, however, because

section 2(e) contains additional language.

¶ 48 Meaning of “and other information that will inform the public

of the business being conducted”

¶ 49 The Attorney General asserts the plain language of section 2(e) mandates that,

in making the public recital, the public body must not only state the nature of the

matter under consideration but also provide “other information,” which must be

sufficient to ensure that the attendees understand the business being conducted.

While conceding that when the matter under consideration is a contract, it is

unworkable to require the public body to read the entire contract or to enumerate all

of its terms, the Attorney General argues for a case-by-case consideration of

whether the “key terms” of the matter have been publicly recited, applying a

reasonable person standard.

¶ 50 Again, reading the words “other information” in context, we find the plain

meaning to be that the only additional information required in the public recital is

that needed to “inform the public of the business being conducted.” Thus, while the

“nature of the matter” may be recited in nonspecific terms (the approval of a loan, a

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contract, a purchase, a policy, or a resolution), “other information” is necessary to

inform the public of the specific item of business (the purpose of the loan, the

subject of the contract, the type of property being purchased, the title of the policy,

or the purpose of the resolution). The plain language of section 2(e) does not

require more than this.

¶ 51 Because the meaning of this phrase is plain and, thus, not in need of

interpretation, we give no deference to the Attorney General’s reading.

¶ 52 The Case Law

¶ 53 Aside from the present case, we find only two reported cases considering the

meaning of section 2(e). Because the parties bring these cases to our attention, we

briefly consider them.

¶ 54 First, prior to the present case, the only reported case considering the adequacy

of a “public recital” under section 2(e) was Roller v. Board of Education of Glen

Ellyn School District #41, No. 05-C-3638, 2006 WL 200886 (N.D. Ill. Jan. 18,

2006). Not only do federal district court cases have no precedential value in Illinois

courts (People ex rel. Ryan v. World Church of the Creator, 198 Ill. 2d 115, 127

(2001)), this decision is an “unpublished” memorandum opinion and order.

¶ 55 That said, the district court’s reasoning is of interest. The plaintiff nontenured

teacher filed suit after her contract was not renewed, raising several claims, one of

which was an alleged violation of the Open Meetings Act. (Federal jurisdiction was

based on alleged federal constitutional and statutory violations.) With regard to the

Open Meetings Act, she claimed that the school board failed to publicly recite at an

open meeting that it was considering nonrenewal of her contract. Roller, 2006 WL

200886, at *4.

¶ 56 The posted agenda stated that the board would be considering

“Recommendations for Employment and Dismissal,” and the minutes showed that

at the open meeting, a motion was made and seconded to “accept the

recommendation to release fourth year full-time probationary teachers at the end of

the 2004-2005 school year as presented on the attached.” Id. The plaintiff’s name

was on the attached resolution. She argued that because she was not named

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personally in the public recital, it was insufficient to meet the requirements of

section 2(e). Id.

¶ 57 The district court noted that she did not cite, and it could not find, “a case

discussing how specific a public notice must be” to satisfy section 2(e) but

concluded that “the Act does not require as much as [plaintiff] demands.” Id.

“Rather, it says only that the Board must recite ‘the nature of the matter being

considered’ and ‘inform the public of the business being conducted.’ The agenda

posted prior to the meeting, together with the recital of the motion passed during the

meeting itself, was enough to satisfy the statute.” Id.

¶ 58 The appellate court was presented with this issue for a second time after

deciding the present case. In Allen v. Clark County Park District Board of

Commissioners, 2016 IL App (4th) 150963, the park district board took action on

two items at a regularly scheduled public meeting, after posting the two items on its

agenda. Id. ¶ 1. The agenda listed only “ ‘Board Approval of Lease Rates’ ” and

“ ‘Board Approval of Revised Covenants.’ ” Id. ¶ 4. At the meeting, the “recital”

included only a request for a motion to approve the lease rates “ ‘that came from

appraisal’ ” and a motion to “ ‘accept the revised covenants.’ ” Id. ¶ 5. After the

votes were held, an attendee asked the board to describe what had just been voted

upon. The board vice president declined to answer, saying that the items could be

viewed only after they “ ‘get recorded at the courthouse.’ ” Id. ¶ 6.

¶ 59 Plaintiff Allen filed a complaint for injunctive and declaratory relief, claiming

violations of the Open Meetings Act, including an insufficient agenda and

insufficient public recital at the open meeting. Id. ¶¶ 7-9. The circuit court granted

the board’s motion to dismiss. Id. ¶ 11.

¶ 60 The appellate court, citing its own previous decision in the present case and the

federal district court’s opinion in Roller, noted that the “Act provides no

explanation about how specifically the public body must describe the ‘nature of the

matter.’ ” Id. ¶ 28. However, the court concluded that the recitals in this case were

insufficient. Id. ¶ 29. According to the appellate court, a recital including “key

terms” of the proposed lease or covenants would have been sufficient. Id. ¶ 30.

Despite endorsing a “key terms” approach, the court stated that it would “stand by”

its earlier holding in the present case, that the public recital requirement “ ‘does not

*** require that the public body provide a detailed explanation about the

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significance or impact of the proposed final action.’ ” Id. ¶ 30 (quoting 2015 IL

App (4th) 140941, ¶ 42). Further, the court stated, its earlier holding in Springfield

School District “does not stand for the proposition that the public body may provide

no details at all. The overarching concern is whether the recital sufficiently

informed the public of the nature of the matter being considered.” Id.

¶ 61 We agree with the results in both Roller and Allen and find both consistent with

the plain meaning of section 2(e). Because we agree with the Board that identifying

key terms would be time consuming and impractical, we reject any suggestion that

a public recital of “key terms” is required. A public body may choose to provide

such information in its recital at the open meeting but is not compelled to do so by

section 2(e).

¶ 62 Finally, although we find the meaning of section 2(e) to be plain, so that resort

to other aids of construction is unnecessary, we note that this plain meaning is fully

consistent with the “the public policy of this State,” as expressed in the Act, “that

public bodies exist to aid in the conduct of the people’s business and that the people

have a right to be informed as to the conduct of their business.” 5 ILCS 120/1 (West

2012). The Open Meetings Act ensures “that the actions of public bodies be taken

openly and that their deliberations be conducted openly.” Id. Thus, 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. Exceptions to the public’s right to attend

exist only in those limited circumstances where the General Assembly has

specifically determined that the public interest would be clearly endangered or

the personal privacy or guaranteed rights of individuals would be clearly in

danger of unwarranted invasion.” Id.

¶ 63 An entirely separate statute, the Freedom of Information Act (5 ILCS 140/1

et seq. (West 2014)), is concerned with public access to information:

Ҥ 1. Pursuant to the fundamental philosophy of the American

constitutional form of government, it is declared to be the public policy of the

State of Illinois that all persons are entitled to full and complete information

regarding the affairs of government and the official acts and policies of those

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who represent them as public officials and public employees consistent with the

terms of this Act.” 5 ILCS 140/1 (West 2012).

¶ 64 We, therefore, hold that under section 2(e) of the Open Meetings Act, a public

recital must take place at the open meeting before the matter is voted upon; the

recital must announce the nature of the matter under consideration, with sufficient

detail to identify the particular transaction or issue, but need not provide an

explanation of its terms or its significance.

¶ 65 Validity of the Board’s Approval of the Separation Agreement

¶ 66 The Attorney General’s brief frames the argument that the separation

agreement was not validly approved in two parts: first, the Board could not have

taken final action at the closed meeting, and, second, because it did not make an

adequate recital at the open meeting, any action taken there was also invalid. Thus,

the Attorney General asserts, giving effect to the terms of the agreement without a

valid final action was a violation of the Open Meetings Act.

¶ 67 The Attorney General does not offer a standard of review for the application of

the statute to the facts of the case. The Board argues for de novo review because the

facts are not in dispute.

¶ 68 Typically, we review factual findings under the manifest weight of the evidence

standard, asking whether the opposite result is clearly evident. City of Belvidere v.

Illinois State Labor Relations Board, 181 Ill. 2d 191, 204 (1998). In some cases,

however, we employ the clearly erroneous standard when it is not possible to

characterize the issue as either a pure question of law or a pure question of fact.

AFM Messenger Service, Inc. v. Department of Employment Security, 198 Ill. 2d

380, 391 (2001). These mixed questions are those “ ‘in which the historical facts

are admitted or established, the rule of law is undisputed, and the issue is whether

the facts satisfy the statutory standard, or to put it another way, whether the rule of

law as applied to the established facts is or is not violated.’ ” American Federation

of State, County & Municipal Employees, Council 31 v. Illinois State Labor

Relations Board, State Panel, 216 Ill. 2d 569, 577 (2005) (quoting

Pullman-Standard v. Swint, 456 U.S. 273, 289 n.19 (1982)). An agency’s decision

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is clearly erroneous when the reviewing court is left with the definite and firm

conviction that a mistake has been committed. AFM Messenger, 198 Ill. 2d at 393.

¶ 69 In the present case, because the question is whether the public recital was

sufficiently specific, both factually and legally, to reveal the nature of the matter

under consideration, we review for clear error.

¶ 70 The Closed Meeting

¶ 71 The Board argues that any issue regarding the effect of the vote taken at the

closed meeting is forfeited because the question was not raised in the Attorney

General’s brief, but it acknowledges that whatever happened at the closed meeting

cannot, by definition, be a final action.

¶ 72 The Attorney General’s reply brief raises this issue, saying that signing the

agreement at the closed meeting and “subsequently implementing its terms”

constituted an impermissible final action. This argument thus depends on the

assertion that the Board failed to make an adequate public recitation before taking

its vote at the open meeting. In effect, the Attorney General argues that neither vote

at either meeting was an effective final action and that the implementation of the

agreement thereafter was illegitimate.

¶ 73 Because the parties agree with the unremarkable principle that final action

cannot have been taken at the closed meeting, we find it unnecessary to address the

Board’s forfeiture argument but note that the statute contains no bar to a public

body’s taking a preliminary vote at a closed meeting. See, e.g., Grissom v. Board of

Education of Buckley-Loda Community School District No. 8, 75 Ill. 2d 314,

326-27 (1979) (observing that the Open Meetings Act does not prohibit a board

from adjourning to closed session to draw up signed findings and then returning to

open session to publicly record individual members’ votes on the findings); Jewell

v. Board of Education, Du Quoin Community Unit Schools, District No. 300, 19 Ill.

App. 3d 1091, 1094-95 (1974) (finding no violation of the Open Meetings Act

where the board agreed in closed session not to rehire a teacher and prepared a

motion to that effect, returned to open session, read the motion, and held a roll call

vote, which approved the motion).

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¶ 74 Indeed, if a majority of the Board had not been in favor of approving the

proposed separation agreement, it would not have been necessary to place the item

on the agenda for a public vote. The fact that the Board members in favor of the

agreement signed but did not date the agreement at the closed meeting is

immaterial. Under the plain language of section 2(e) of the Open Meetings Act, the

public vote is not merely a ratification of a final action taken earlier in a closed

session; it is the final action. Without the public vote, no final action has occurred.

See, e.g., Lawrence v. Williams, 2013 IL App (1st) 130757 (finding written

decision of electoral board null and void because the decision was not made in an

open meeting with a quorum present); Howe v. Retirement Board of the Firemen’s

Annuity & Benefit Fund, 2013 IL App (1st) 122446 (finding board’s written denial

of benefits invalid in absence of vote in open session).

¶ 75 The Attorney General also argues that because the language requiring a public

recital at the open meeting was added to section 2(e) after the decisions in Grissom

and Jewell, the legislature has redefined the term “final action” in the Open

Meetings Act.

¶ 76 We disagree. By adding a requirement of public recital to section 2(e), the

General Assembly did not alter the meaning of “final action.” Rather, it imposed an

additional prerequisite to a valid final action in addition to existing prerequisites

such as the presence of a quorum (5 ILCS 120/2.01 (West 2012)) and the posting of

an agenda (5 ILCS 120/2.02(a) (West 2012)).

¶ 77 Sufficiency of the Public Recital

¶ 78 No violation of the Open Meetings Act occurred if the public recital at the

March 5, 2013, public meeting, which preceded the Board’s roll call vote on the

separation agreement, was sufficient.

¶ 79 In Allen, the appellate court concluded that “[w]hatever the standard might be

for a public recital, the Board failed to meet it in this case.” Allen, 2016 IL App

(4th) 150963, ¶ 31. The presiding officer of the park district board publicly recited

the general nature of the two matters being considered: lease rates and revised

covenants. He did not, however, provide sufficient other information to inform the

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public of the specific business being conducted: What type of real or personal

property was being leased? What existing covenants were being revised?

¶ 80 In contrast, the federal district court in Roller found the public recital sufficient

when it informed attendees of the general nature of the matter under consideration

(recommendations for employment and dismissal) and the specific matter under

consideration (nonrenewal of employment of full-time probationary teachers

completing their fourth year), without identifying the affected teachers by name.

Roller, 2006 WL 200886, at *4.

¶ 81 Both of these results are consistent with our holding above, and the facts of the

present case are more similar to the facts of Roller than the facts of Allen. The

Board president called agenda item 9.1, “approval of a resolution regarding the

separation agreement.” She then read the entire text of the resolution itself: “The

Board President recommends that the Board of Education of Springfield School

District No. 186 vote to approve the separation agreement and release between Dr.

Walter Milton, Jr., and the Board of Education.”

¶ 82 The Attorney General argues that this recital was insufficient to fulfill the

requirements of section 2(e), asserting that the recital should “at least” have

included in the public recital the “key terms” of the separation agreement. We

rejected a “key terms” requirement above as inconsistent with the plain meaning of

the statute. Thus, the question is whether this recital announced the nature of the

item under consideration with sufficient detail to identify the particular transaction

or issue.

¶ 83 We conclude that it does. The board president recited the general nature of the

matter under consideration—a separation agreement and release—and specific

detail sufficient to identify the particular transaction—the separation agreement

was between Dr. Milton and the Board. This was sufficient to serve the purpose of

the public recitation requirement. It was not necessary for the board president to

publicly read the 16 pages of the agreement and its several addenda or to enumerate

“key points” of the agreement, which was one of 17 separate “Roll Call Action

Items” on the agenda for the March 5, 2013, meeting.

¶ 84 Because the Attorney General’s finding that the public recital was insufficient

was based on an incorrect reading of section 2(e), we find clear error. The public

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recital at the March 5, 2013, meeting was sufficient, and the public vote thereafter

validly approved the separation agreement.

¶ 85 CONCLUSION

¶ 86 We, therefore, affirm the judgment of the appellate court, and we reach this

conclusion without reliance on the contents of the agenda posted prior to the

meeting. Therefore, we express no opinion on the propriety of relying on a

previously posted agenda to supplement a public recital made at an open meeting of

a public body.

¶ 87 Circuit court affirmed.

¶ 88 Appellate court affirmed.

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