RE: QUORUM FOR PURPOSES OF THE OPEN MEETING ACT
ATTORNEY GENERAL LOVING HAS ASKED ME TO RESPOND TO YOUR REQUEST FOR AN INFORMAL OPINION REGARDING YOUR QUESTION, WHICH ASKS, IN EFFECT:
DOES THE PRESENCE OF THE CHIEF EXECUTIVE OFFICER OF THE UNIVERSITY HOSPITALS (CEO), AN EX OFFICIO, NONVOTING MEMBER OF THE UNIVERSITY HOSPITALS AUTHORITY, WITH OTHER MEMBERS OF THE AUTHORITY, COUNT TOWARD A "MAJORITY OF ITS MEMBERS" FOR PURPOSES OF THE OPEN MEETING ACT?
THE UNIVERSITY HOSPITALS AUTHORITY (AUTHORITY) WAS ESTABLISHED BY SENATE BILL 423. SECTION 7(B) OF THE BILL STATES, IN PERTINENT PART, AS FOLLOWS:
"B. THE AUTHORITY SHALL CONSIST OF SIX (6) MEMBERS AS FOLLOWS:
6. THE CHIEF EXECUTIVE OFFICER OF THE UNIVERSITY HOSPITALS WHO SHALL BE AN EX OFFICIO, NONVOTING MEMBER."
THE BILL GOES ON TO SAY, IN SECTION 7(H), THAT "A QUORUM OF THE AUTHORITY SHALL BE THREE (3) MEMBERS."
THE WORD QUORUM IS NOT DEFINED IN THE STATUTES, AND THEREFORE IS TO BE UNDERSTOOD IN ITS ORDINARY SENSE. 25 O.S. 1 (1991). THE DICTIONARY DEFINES QUORUM AS FOLLOWS:
"THE NUMBER OF THE MEMBERS OF AN ORGANIZED BODY OF PERSONS . . . THAT WHEN DULY ASSEMBLED IS LEGALLY COMPETENT TO TRANSACT BUSINESS IN THE ABSENCE OF THE OTHER MEMBERS." ("QUORUM")
WEBSTER'S THIRD NEW INTERNATIONAL DICTIONARY (1981).
THE HEART OF YOUR QUESTION IS WHETHER A MEETING OF THE CEO WITH TWO OTHER MEMBERS OF THE AUTHORITY TO DISCUSS AUTHORITY BUSINESS IS SUBJECT TO THE OKLAHOMA OPEN MEETING ACT ("ACT"), GIVEN THE FACT THAT THE CEO CANNOT VOTE. TO ANSWER THIS QUESTION, WE MUST DETERMINE WHAT CONSTITUTES A MEETING UNDER THE ACT.
THE ACT DEFINES MEETING AS FOLLOWS:
"MEETING" MEANS THE CONDUCTING OF BUSINESS OF A PUBLIC BODY BY A MAJORITY OF ITS MEMBERS BEING PERSONALLY TOGETHER." 25 O.S. 304(2) (1991).
THE DEFINITION CONTAINS FOUR ESSENTIAL ELEMENTS:
"1) PUBLIC BODY
THE AUTHORITY MEETS THE DEFINITION OF PUBLIC BODY UNDER THE ACT. 25 O.S. 304(1) (1991).
2) PERSONALLY TOGETHER
YOUR QUESTION ASKS ABOUT THE "PRESENCE" OF A NONVOTING MEMBER, THEREBY INDICATING A SITUATION IN WHICH THE INDIVIDUALS ARE PERSONALLY TOGETHER.
3) CONDUCTING OF BUSINESS
THE PHRASE "CONDUCTING OF BUSINESS" IS NOT DEFINED IN THE ACT. NEVERTHELESS, IN A.G.OPIN. 82-212, THE ATTORNEY GENERAL CONCLUDED THAT "(B)USINESS SHOULD BE ASSUMED TO INCLUDE THE ENTIRE DECISION-MAKING PROCESS INCLUDING DELIBERATION, DECISION OR FORMAL ACTION." THAT SAME OPINION CONSIDERED IT CLEAR THAT WHEN MEMBERS OF A PUBLIC BODY MEET, EVEN IF INFORMALLY, AND DISCUSS MATTERS CONCERNING THE BUSINESS OF THE PUBLIC BODY, THE DISCUSSION COMES UNDER THE AUSPICES OF THE ACT. THE SCOPE OF "BUSINESS" IS GIVEN A BROAD INTERPRETATION UNDER THE ACT, IN ORDER TO ACCOMPLISH THE ACT'S PURPOSE, WHICH ACCORDING TO A.G.OPIN. NO 82-208, IS TO "FACILITATE AN INFORMED CITIZENRY'S RIGHT TO PARTICIPATE IN GOVERNMENT AND UNDERSTAND WHY GOVERNMENT ACTS AFFECTING THEIR LIVES ARE TAKEN." (CITING OKLAHOMA ASSOCIATION OF MUNICIPAL ATTORNEYS V. STATE, 577 P.2D 1310 (OKLA.1978)).
4) MAJORITY OF ITS MEMBERS
THIS ELEMENT IS SOMEWHAT ENTERTWINED WITH THAT OF CONDUCTING BUSINESS. IF AN ACTIVITY OF A PUBLIC BODY CONSTITUTES BUSINESS,