The following opinion is presented on-line for informational use only and does not replace the official version. (Mich Dept of Attorney General Web Site - www.ag.state.mi.us)



STATE OF MICHIGAN

FRANK J. KELLEY, ATTORNEY GENERAL


Opinion No. 6821

October 18, 1994

TOWNSHIPS:

Notice of a special meeting of a general law township board

OPEN MEETINGS ACT:

Notice of a special meeting of a general law township board

While the Open Meetings Act does not require that notice of a special meeting state the specific nature of all action to be taken at the meeting, MCL 41.72a(3); MSA 5.64(1)(3), does require a general law township board to state in its notice the business to be transacted at the meeting. The use of the word "discuss" in the notice does not limit the authority of the board to act upon the matters listed in the notice.

Honorable Gary L. Randall

State Representative

The Capitol

Lansing, Michigan 48913

You have asked "whether Michigan's Open Meetings Act requires a township board of a general law township to state, in the public notice of a meeting, the specific nature of all action to be taken at a special meeting of the township board." You also ask whether a notice indicating that the purpose of a special meeting is to "discuss" a matter is sufficient to allow the township board to render a decision on that matter.

A township board is a public body required to conduct its business at public meetings in accordance with the Open Meetings Act (OMA), 1976 PA 267, MCL 15.261 et seq; MSA 4.1800(11) et esq. Esperance v Chesterfield Twp, 89 Mich App 456, 459; 280 NW2d 559 (1979). This conclusion is mandated not only by the fact that a township board is a public body within the meaning of that term at section 2(a) of the OMA, but also by express statutory language governing general law townships at MCL 41.72b; MSA 5.64(2), which provides that township board business shall be conducted at public meetings held in compliance with the OMA.

Section 5(1) of the OMA provides:

(1) A meeting of a public body shall not be held unless public notice is given as provided in this section by a person designated by the public body.

Section 4 of the OMA specifies the locations where the notice must be posted and, with respect to the required content of the notice, provides in section 4(a):

(a) A public notice shall always contain the name of the public body to which the notice applies, its telephone number if one exists, and its address.

Under this statutory provision, while the OMA does require a notice to contain certain identifying information, it does not require that an agenda or specific statement as to the purpose of a meeting be a part of the notice.

It is my opinion, therefore, that the Open Meetings Act does not require that notice of a special meeting of a general law township board state the specific nature of all action to be taken at the meeting.

However, the Legislature has provided in MCL 41.72a(3); MSA 5.64(1)(3), with regard to general law townships, that:

Business shall not be transacted at a special meeting of the township board unless the business has been stated in the notice of the meeting. However, if all the members of the board are present at a special meeting, business which might lawfully come before a regular meeting of the board may be transacted at the special meeting. [Emphasis added.]

This statutory provision specifically authorizes the transaction of "business," i.e., voting on a specific action, so long as the business to be acted upon is stated in the notice of the meeting. A Letter Opinion of the Attorney General to Senator William Faust, dated July 12, 1982, considered the effect of very similar language in the City of Westland Charter. It noted that this type of notice provision is not directed to the general public, but rather to the members of the municipal body so that they may have the opportunity to attend and represent their constituents' interests. Thus, the notice need only state the proposed business in terms that reasonably alert a board member that some matter the member is interested in may be considered.

The documentation attached to your request, including the notice for and the minutes of the special meeting at issue, indicate that the notice was provided to each board member, that three items of business were listed on the notice and that only those three items of business were acted upon at the special meeting. Therefore, the notice complies with the statutory requirements for notice of a special meeting set forth in MCL 41.72a(3); MSA 5.64(1)(3) supra, and the board members present were statutorily authorized to act on the items listed in the notice.

You raise the additional issue, however, of whether the use of the term "discuss" before each item of business in the notice, e.g., "Discuss hall offices," limited the board to discussion of, but not action upon, those items. The American Heritage Dictionary, Second College Edition, (1985), and the Webster's New World Dictionary, Third College Edition, (1988), in setting forth the meaning of the term "discuss" both include synonyms. Webster's says that "discuss implies a talking about something in a deliberative fashion, with varying opinions offered constructively and usually amicably, so as to settle an issue, decide a course of action, etc." (Emphasis added.) Similarly, the American Heritage Dictionary states: "Synonyms: discuss, argue, debate, dispute, contend. These verbs mean to speak with others in an effort to reach agreement, to ascertain truth, or to convince." (Emphasis added.) Thus, it cannot be said that the use of the term "discuss" in the notice per se excludes the making of a decision on the matter under discussion.

Had the notice used more limiting language, such as "discussion only," it could well be argued that the board had self-limited its authority to act. See, e.g., Burns v Stenholm, 310 Mich 639, 648; 17 NW2d 781 (1945), which invalidated council appointments made at a special city council meeting where the notice of the meeting stated that the meeting was for the "sole purpose" of considering a petition for a special election to fill those same vacancies.

It is my opinion, therefore, that under MCL 41.72a(3); MSA 5.64(1)(3), the notice of a special meeting of a general law township board must state the business to be transacted at the meeting and that the use of the word "discuss" in the notice does not limit the authority of the board to act upon the matters listed in the notice.

Frank J. Kelley

Attorney General