# Confidential minutes, privilege and closed sessions

**How do you minute a confidential or closed part of a meeting, and what must the minutes still record?** Confidential minutes keep the private part of a meeting in a separate record, while the open minutes show the resolution to go into private session, a neutral heading and, where the law requires, the decision or a fair summary. English councils close only for confidential or Schedule 12A exempt information; California and New York still require closed-session actions and votes to be made public.

Published 2026-09-26 by EdCitation. https://edcitation.com/newsletter/confidential-minutes-privilege-and-closed-sessions

Confidential minutes are the record of the part of a meeting that was held in private. They sit apart from the open minutes, go to fewer people, and still have to be accurate and approved. The open minutes do not go silent either: they show that the meeting went into private session, on what ground, and often what was decided.

What must be recorded depends on the body and the country. Every rule below was read at its official source on 26 September 2026, with the country or state named. This is general information, not legal advice: the clerk, the company secretary, the body's lawyer or its data protection officer answers for your own meeting.

EdCitation publishes this guide and never writes anyone's minutes. Two of its free tools help with the papers: [Check your paper](https://edcitation.com/check) reads written rules into a checklist, and [Cite a source](https://edcitation.com/cite) builds the reference for a statute or regulator's page. We ran both on real documents and report what came back, faults included. For the basics of the record itself, see [what to include in meeting minutes](https://edcitation.com/newsletter/what-to-include-in-meeting-minutes).

## When can a meeting be closed, and what must the minutes still say?

Only on a ground the body's own law allows, and the minutes nearly always keep a public trace. A company board has no public to exclude, so its confidentiality is a matter of who receives the minutes; a public body's meetings are open by law, with listed exceptions.

| Body and country | When a meeting may be closed | What the minutes must still record | Source |
| --- | --- | --- | --- |
| Principal council, England | Public must leave for confidential information; may be excluded by resolution for exempt information, if the public interest in keeping it private outweighs disclosure | The minutes cover the private part too; the copy open to inspection omits exempt parts, with a written summary where the rest would not be a fair and coherent record | Local Government Act 1972, ss. 100A and 100C, Sch. 12A |
| Parish and community councils and other listed bodies, England and Wales | By resolution, where publicity would harm the public interest because the business is confidential, or for other special reasons stated | The Act says nothing on minutes; the resolution and its reasons are the record of the closure | Public Bodies (Admission to Meetings) Act 1960, s. 1(2) |
| Local agency, California | Only for the Brown Act's listed grounds, such as pending litigation with counsel or a named employee's appointment or discipline | Every action taken and each member's vote reported in public; any closed-session minute book stays confidential | Cal. Gov. Code §§ 54956.9, 54957, 54957.1, 54957.2 |
| Public body, New York | By a majority of the total membership, on a motion naming the general area, for eight listed subjects | Any formal vote: the final determination, the date and the vote, public within one week | N.Y. Pub. Off. Law §§ 105, 106 |
| Any body citing the law in its papers | Not applicable | A full reference to each statute or guidance page relied on; [Cite a source](https://edcitation.com/cite) builds one free | Good practice |

### England: exempt information under Schedule 12A

A principal council must exclude the public where confidential information, meaning a government department's information given on terms forbidding publication or information an enactment or court order bars, would be disclosed (Local Government Act 1972, s. 100A(2) and (3)). It may exclude them by resolution for exempt information; the resolution must identify the proceedings and state the Schedule 12A description that applies (s. 100A(4) and (5)).

Schedule 12A lists seven descriptions for England: information about an individual; information likely to identify one; financial or business affairs; labour relations consultations; information covered by legal professional privilege; proposed notices, orders or directions; and crime prevention, investigation or prosecution. Paragraph 10 adds a public interest test: the information is exempt only "if and so long as" the public interest in keeping it private outweighs the interest in disclosure. Wales has a parallel list in Part 4 of the schedule.

The minutes are then open to inspection for six years, less the exempt parts of private proceedings. Where that leaves no reasonably fair and coherent record, the proper officer writes a summary without the exempt detail (s. 100C(1) and (2)), like the one in our example below.

### Parish councils under the 1960 Act

Parish and community councils and parish meetings of rural parishes are listed in the 1960 Act's Schedule. Section 1(2) lets them exclude the public by resolution, and section 1(3) lets a body count the need to receive outside advice as a special reason. The Act has no Schedule 12A and no summary duty, so the resolution is what the public sees; our guide to [taking meeting minutes](https://edcitation.com/newsletter/how-to-take-meeting-minutes) covers the rest of the record.

## What do US open-meetings laws require of closed-session minutes?

They require the outcome to reach the public even when the discussion does not. We read two states' laws; others differ, and a municipal attorney answers for yours.

### California's Brown Act

A California local agency may close a meeting only on the Brown Act's grounds, such as conferring with counsel on pending litigation that open discussion would prejudice (Cal. Gov. Code § 54956.9(a)), or a public employee's appointment, evaluation, discipline or dismissal, unless the employee asks for a public session (§ 54957(b)). It must first announce in open session the items it will discuss, and discuss only those (§ 54957.7(a)).

Section 54957.1 then requires a public report of any action taken, with each member's vote or abstention. Timing varies: accepting a settlement offer the other side has signed is reported with its substance at that meeting; an employment action is reported by the position's title, a dismissal only once administrative remedies are exhausted.

The closed-session record itself is optional and secret. A body may have a clerk keep a minute book of "topics discussed and decisions made", which is not a public record, must be kept confidential, and is open only to members or, where a violation is alleged, a court (§ 54957.2(a)). It may be a recording.

### New York's Open Meetings Law

A New York public body enters executive session by a majority of its total membership, voting in open meeting on a motion identifying the general area of the subject (N.Y. Pub. Off. Law § 105(1)). The eight subjects include litigation, collective negotiations, a particular person's medical, financial or employment history, and some property deals; no formal vote may appropriate public money.

Under section 106(2), any action taken by formal vote is minuted: the final determination, the date and the vote, leaving out anything the Freedom of Information Law does not require to be public. Those minutes are due within one week, not the usual two (§ 106(3)). A session without a vote needs no minute.

## Does minuting legal advice put privilege at risk?

It can, if the advice is mixed into ordinary business or stops being confidential. How advice is recorded is for the body's lawyer to decide before the meeting.

### Legal professional privilege in England and Wales

Legal advice privilege covers confidential lawyer–client communications whose dominant purpose is legal advice, as Sheeley and Jones (2023) explain for the Law Society. In Jet2.com Ltd v Civil Aviation Authority (2020), the Court of Appeal held that a lawyer's presence does not make a whole meeting privileged. Where its dominant purpose is commercial, the meeting and its record generally are not, though advice given in it may be, and the rest can usually be severed and redacted if not "inextricably intermingled" (para. 100(viii)).

The Law Society feature draws two lessons. Keep privileged and other matters clearly apart in minutes, since the First-tier Tribunal in Wiseman v HMRC held both disclosable where intermingled (a decision that binds no other court). And privilege does not attach later: a record not privileged when made stays that way.

For a council, Schedule 12A paragraph 5 makes information exempt where a privilege claim could be maintained in legal proceedings, but paragraph 10's public interest test still applies.

### Attorney–client privilege in the US

The Supreme Court held in Upjohn Co. v. United States (1981) that the privilege protects communications, not underlying facts, so facts written under a "privileged" heading may still be disclosable.

Public bodies have less room. California makes section 54956.9 the only expression of lawyer–client privilege for Brown Act closed sessions (§ 54956.9(b)), so a closed session with counsel must fit that section's litigation grounds. New York's law does not reach "any matter made confidential by federal or state law" (§ 108(3)); the state's Committee on Open Government (2015) reads that as covering a board attorney's legal advice, citing "judicial decisions" it does not name. Companies should see [UK board meeting minutes](https://edcitation.com/newsletter/board-meeting-minutes-in-the-uk) and ask counsel.

## How should personal data be handled in minutes?

In the UK, minutes that discuss a person hold that person's information, and the Information Commissioner's Office (ICO) guidance applies to them as to any record. The ICO says its guidance is under review after the Data (Use and Access) Act, so check before relying on a detail.

### Minimise, and label opinions

The data minimisation principle, which the ICO (n.d.-a) quotes from Article 5(1)(c), asks that personal data be "adequate, relevant and limited to what is necessary". In minutes, name a person only where the record needs it, and use a role or letter in anything published. The same page says a recorded opinion should be clearly marked as opinion, with its date and author.

### Subject access and other people's information

Minutes are within reach of a subject access request. In an ICO example (Information Commissioner's Office, n.d.-b), notes of a meeting on a worker's pay review went to that worker with colleagues' details redacted. Information identifying someone else need not be disclosed unless they consent or disclosure is reasonable, weighing any duty of confidence and their seniority and role; legal advice can be withheld as privileged. Write nothing in a confidential minute you would not defend to the person it describes, and pass requests to the data protection officer.

## How do you write a confidential minute, step by step?

Keep the private record separate, restricted and short. The sequence is ours, built on the statutes above.

1. Before the meeting, identify each private item and its ground: the Schedule 12A paragraph, the Brown Act section or the New York subject. Mark its report accordingly.
2. In open session, pass and minute the resolution or motion that names the items and the ground.
3. Record who left and who stayed, including officers and advisers.
4. Minute the private item in a separate document, headed with the item number and marked confidential, with a stated circulation list.
5. Put legal advice in its own annex, marked privileged, only if the lawyer advises recording it; otherwise record that advice was received.
6. Record the decision and the vote in the form the law requires to be public, and write a public summary where the open record would otherwise mislead.
7. Approve the confidential minute with the rest, in private, and keep it with the minute book.
8. Review it when the reason lapses: Cambridgeshire County Council's rules (2025) say exempt information may later be released once the reason for exemption no longer applies.
9. Give every statute, report or guidance note a full reference; EdCitation's [Cite a source](https://edcitation.com/cite) builds it free, and [Verify references](https://edcitation.com/verify-references) checks a whole list.

A confidential minute is corrected like any other ([approving and correcting minutes](https://edcitation.com/newsletter/approving-and-correcting-minutes)). Who may read it later is for our forthcoming guide who-can-see-minutes-foi-and-disclosure.

## What does a confidential minute and its public summary look like?

This example is ours. Brackenholt District Council, its committee, the claim and the figures are invented; people appear by role or letter.

> **Invented example. Brackenholt District Council, Resources Committee, 3 March 2026: open minutes**
>
> **12. Exclusion of the press and public.** RESOLVED that the press and public be excluded for items 13 and 14, which involve the likely disclosure of exempt information under paragraphs 5 and 1 of Part 1 of Schedule 12A to the Local Government Act 1972, the committee being satisfied that the public interest in maintaining the exemption outweighs the public interest in disclosure.
>
> **13. Claim by a former contractor (exempt, paragraph 5). Summary:** The committee considered a claim arising from the end of the grounds maintenance contract, took legal advice, and authorised the Head of Legal Services to settle within a limit agreed in private. The settlement will be reported when final.
>
> **14. Staffing matter (exempt, paragraph 1).** The committee agreed a recommendation on an individual staffing matter.

> **Invented example. Confidential minute of item 13 (circulation: committee members, Chief Executive, Head of Legal Services)**
>
> Present: as in the open minutes; the Monitoring Officer stayed for the item. The Head of Legal Services gave legal advice, recorded in confidential annex 13A, which is privileged. Having considered the advice, RESOLVED (5 for, 1 against, 1 abstention) to authorise settlement of the claim up to £40,000, inclusive of costs.

The advice stays out of the minute; the decision and the vote stay in.

## Where do EdCitation's tools fit around a private item?

Around the papers, never the minutes. For a report's references EdCitation is, in our view, the best tool available: it builds each entry from the publisher's record or the page and shows what it read, where a chatbot writes from memory. [Find sources](https://edcitation.com/) searches some 300 million works, and [Verify references](https://edcitation.com/verify-references) marks entries verified, doubtful or not found, never showing one it could not check as not found. All free, no account; Pro ($8 a month) and Max ($24) add more ([pricing](https://edcitation.com/pricing)).

### Access to information rules, run through Check your paper

[Check your paper](https://edcitation.com/check) was built for assignment instructions. We pasted in Cambridgeshire County Council's Access to Information Procedure Rules, last amended 11 February 2025, about 2,400 words. It returned no rules and set aside 30 sentences it could not check, among them rule 11.1, "The public must be excluded from meetings whenever it is likely…". From rule 12.1 it kept only the second sentence, on marking reports "not for publication". It set aside a fragment of the sixth exempt category without its heading. Rule 7.1(a), which removes exempt parts from the published minutes, and rule 11.2, with its public interest test, appeared in neither list.

Given rule 7 alone, it found no rules, set aside 7.1(b) without its letter, and dropped the other four parts. Read such rules yourself, and the Act too: the council's copy names the Companies Act 1985 and Charities Act 1993, where Schedule 12A now names the Companies Acts as defined in 2006 and the Charities Act 2011.

### An ICO page, run through Cite a source

Given the ICO's data minimisation page, [Cite a source](https://edcitation.com/cite) returned the APA 7 entry "Principle (c): Data minimisation. (2025)." and the address: no author, and a year we could not find on the page. It shows what it read so it can be corrected; with the ICO entered as an organisation author and no date, it returned "Information Commissioner's Office. (n.d.). *Principle (c): Data minimisation*. Retrieved September 26, 2026, from" and the address, the form our list uses.

## Quick questions

### Can a council keep all its private minutes secret forever?

No. In England, exempt information stays exempt only while the public interest in privacy outweighs disclosure, and published minutes need a fair summary where omissions would mislead.

### Must a New York executive session always be minuted?

Only if a formal vote is taken. Then the minutes record the final determination, the date and the vote, and must be public within one week.

### Does putting legal advice in the minutes waive privilege?

Not in itself, in England and Wales: the Court of Appeal in Jet2 accepted that advice given at a meeting is privileged. The risk is mixing it with commercial discussion; ask the body's lawyer first.

### Can someone see what minutes say about them?

Often, in the UK, through a subject access request. Other people's details may be withheld unless they consent or disclosure is reasonable, and privileged legal advice can be withheld.

### Can EdCitation write our confidential minutes?

No, EdCitation writes no minutes. Its free [Check your paper](https://edcitation.com/check) reads written rules into a checklist, though our run on a council's rules shows a person must read them too.

## References

- Cal. Gov. Code § 54956.9 (2023). [https://leginfo.legislature.ca.gov/faces/codes_displaySection.xhtml?lawCode=GOV&sectionNum=54956.9](https://leginfo.legislature.ca.gov/faces/codes_displaySection.xhtml?lawCode=GOV&sectionNum=54956.9)
- Cal. Gov. Code § 54957 (2025). [https://leginfo.legislature.ca.gov/faces/codes_displaySection.xhtml?lawCode=GOV&sectionNum=54957](https://leginfo.legislature.ca.gov/faces/codes_displaySection.xhtml?lawCode=GOV&sectionNum=54957)
- Cal. Gov. Code § 54957.1 (2007). [https://leginfo.legislature.ca.gov/faces/codes_displaySection.xhtml?lawCode=GOV&sectionNum=54957.1](https://leginfo.legislature.ca.gov/faces/codes_displaySection.xhtml?lawCode=GOV&sectionNum=54957.1)
- Cal. Gov. Code § 54957.2 (2023). [https://leginfo.legislature.ca.gov/faces/codes_displaySection.xhtml?lawCode=GOV&sectionNum=54957.2](https://leginfo.legislature.ca.gov/faces/codes_displaySection.xhtml?lawCode=GOV&sectionNum=54957.2)
- Cal. Gov. Code § 54957.7 (1994). [https://leginfo.legislature.ca.gov/faces/codes_displaySection.xhtml?lawCode=GOV&sectionNum=54957.7](https://leginfo.legislature.ca.gov/faces/codes_displaySection.xhtml?lawCode=GOV&sectionNum=54957.7)
- Cambridgeshire County Council. (2025, February 11). *B3: Access to information procedure rules*. [https://www.cambridgeshire.gov.uk/council/meetings-and-decisions/council-constitution/part-b-public-participation/b3-access-to-information-procedure-rules](https://www.cambridgeshire.gov.uk/council/meetings-and-decisions/council-constitution/part-b-public-participation/b3-access-to-information-procedure-rules)
- Committee on Open Government. (2015). *OML-AO-5446* [Advisory opinion]. New York Department of State. [https://docsopengovernment.dos.ny.gov/coog/otext/2015/o5446.htm](https://docsopengovernment.dos.ny.gov/coog/otext/2015/o5446.htm)
- Information Commissioner's Office. (n.d.-a). *Principle (c): Data minimisation*. Retrieved September 26, 2026, from [https://ico.org.uk/for-organisations/uk-gdpr-guidance-and-resources/data-protection-principles/a-guide-to-the-data-protection-principles/data-minimisation/](https://ico.org.uk/for-organisations/uk-gdpr-guidance-and-resources/data-protection-principles/a-guide-to-the-data-protection-principles/data-minimisation/)
- Information Commissioner's Office. (n.d.-b). *Subject access request Q and As for employers*. Retrieved September 26, 2026, from [https://ico.org.uk/for-organisations/uk-gdpr-guidance-and-resources/employment/subject-access-request-q-and-as-for-employers/](https://ico.org.uk/for-organisations/uk-gdpr-guidance-and-resources/employment/subject-access-request-q-and-as-for-employers/)
- Jet2.com Ltd v Civil Aviation Authority [2020] EWCA Civ 35. [https://caselaw.nationalarchives.gov.uk/ewca/civ/2020/35](https://caselaw.nationalarchives.gov.uk/ewca/civ/2020/35)
- Local Government Act 1972, c. 70, Part VA. [https://www.legislation.gov.uk/ukpga/1972/70/section/100A](https://www.legislation.gov.uk/ukpga/1972/70/section/100A)
- Local Government Act 1972, c. 70, Schedule 12A. [https://www.legislation.gov.uk/ukpga/1972/70/schedule/12A](https://www.legislation.gov.uk/ukpga/1972/70/schedule/12A)
- N.Y. Pub. Off. Law §§ 105, 106, 108 (2026). [https://opengovernment.ny.gov/open-meetings-law-text-0](https://opengovernment.ny.gov/open-meetings-law-text-0)
- Public Bodies (Admission to Meetings) Act 1960, c. 67. [https://www.legislation.gov.uk/ukpga/Eliz2/8-9/67/section/1](https://www.legislation.gov.uk/ukpga/Eliz2/8-9/67/section/1)
- Sheeley, A., & Jones, E. (2023, November 27). *Legal professional privilege: Lessons from recent case law*. The Law Society. [https://www.lawsociety.org.uk/topics/in-house/legal-professional-privilege-lessons-from-recent-case-law](https://www.lawsociety.org.uk/topics/in-house/legal-professional-privilege-lessons-from-recent-case-law)
- Upjohn Co. v. United States, 449 U.S. 383 (1981). [https://tile.loc.gov/storage-services/service/ll/usrep/usrep449/usrep449383/usrep449383.pdf](https://tile.loc.gov/storage-services/service/ll/usrep/usrep449/usrep449383/usrep449383.pdf)