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

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Supreme Court Date: 2017.07.17

09:58:53 -05'00'

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

2017 IL 120343

Caption in Supreme THE BOARD OF EDUCATION OF SPRINGFIELD SCHOOL

Court: DISTRICT NO. 186, Appellee, v. THE ATTORNEY GENERAL OF

ILLINOIS, Appellant.

Docket No. 120343

Filed January 20, 2017

Decision Under Appeal from the Appellate Court for the Fourth District; heard in that

Review court on appeal from the Circuit Court of Sangamon County, the Hon.

Steven H. Nardulli, Judge, presiding.

Judgment Circuit court affirmed.

Appellate court affirmed.

Counsel on Lisa Madigan, Attorney General, of Springfield (Carolyn E. Shapiro

Appeal and David L. Franklin, Solicitors General, and John P. Schmidt,

Assistant Attorney General, of Chicago, of counsel), for appellant.

Lorilea Beurkett, of Brown, Hay & Stephens, LLP, of Springfield, for

appellee.

James A. Petrungaro and Kevin B. Gordon, both of Scariano, Himes &

Petrarca, Chtrd., of Chicago, for amici curiae Illinois Association of

School Boards et al.

Jessica DeWalt, of Springfield, for amicus curiae Illinois Municipal

League.

Justices 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.

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¶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 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.

¶ 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.

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¶ 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 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

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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.

¶ 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 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

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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 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.

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¶ 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).

¶ 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.

¶ 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:

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“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”).

¶ 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 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

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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 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.

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¶ 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

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 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

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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 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

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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).

¶ 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 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

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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 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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