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What counts as a meeting in Vermont: quorum, email and chance encounters

Short answer

In Vermont, a meeting is a gathering of a quorum of a public body's members to discuss the body's business or to take action. A message only to schedule a meeting, organize an agenda or share materials is not a meeting if nothing else is discussed. A quorum at a social event, conference or training is not a meeting if no specific board business is discussed. The law does not set the quorum number.(1 V.S.A. § 310(5)(A); 1 V.S.A. § 310(5)(B))

This guide explains the law in plain words; it is not legal advice. For a question about your board, ask your municipal attorney.
By Clarivis · Checked against 1 V.S.A. § 310(5) and (6), and 24 V.S.A. § 4461(a) on Tue, Oct 27, 2026.

Where this fits in your meeting cycle: Clarivis is software that helps a board follow these steps: it counts each agenda's posting deadline and the minutes deadline, records the posting with its link on the municipal website (as Clarivis reads the law, the board's website when it has none of its own), flags an executive session item until a Statutory basis is selected, and drafts the minutes for your board to correct and approve; it does not post the agenda or tell a newspaper or radio station for you, and it does not check the duties to post a recording of the meeting, the remote-attendance rules or the yearly training.

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Questions on this page

What is a meeting under the Open Meeting Law?

A meeting is a gathering of a quorum of a public body to discuss its business or to act:

Statute text

“Meeting” means a gathering of a quorum of the members of a public body for the purpose of discussing the business of the public body or for the purpose of taking action.

1 V.S.A. § 310(5)(A)

So a meeting does not need a vote; discussing the board's business is enough. Every meeting is open to the public except an executive session, and no formal action counts unless it is taken at an open meeting, except action on securing real estate options in executive session (§ 312(a)(1)). For closing part of a meeting, see the executive session guide.

What is a quorum?

The Open Meeting Law uses the word without giving a number. The definitions in § 310(5)(A) do not say how many members make a quorum. The number comes from outside that law: the town charter, a bylaw, or the law that created the board. Where none of these says, a general rule says that when joint authority is given to three or more, a majority must concur (§ 172); whether that sets a quorum or only the votes needed to act is a question for counsel. For a municipal land use panel there is a rule in the planning law (§ 4461(a)):

Statute text

“For the conduct of any hearing and the taking of any action, a quorum shall be not less than a majority of the members of the panel, and any action of the panel shall be taken by the concurrence of a majority of the panel.”

24 V.S.A. § 4461(a)

For example, if a charter sets a majority as the quorum, a five-member board needs three. If you are not sure which number applies to your board, ask your municipal attorney.

Can members discuss board business by email, text or phone?

A message to schedule a meeting, organize an agenda or share materials is not a meeting, as long as nothing else is discussed:

Statute text

“Meeting” shall not mean any communication, including in person or through email, telephone, or teleconferencing, between members of a public body for the purpose of scheduling a meeting, organizing an agenda, or distributing materials to discuss at a meeting, provided that: (i) no other business of the public body is discussed or conducted; and (ii) such a communication that results in written or recorded information shall be available for inspection and copying under the Public Records Act as set forth in chapter 5, subchapter 3 of this title.

1 V.S.A. § 310(5)(B)

Two things follow. A message that also discusses an item the board will decide is outside this exception. And what you write while scheduling can be asked for under the Public Records Act. The safe course for members between meetings:

  • Use email to settle a date, time or place, and to send materials, and nothing more.
  • Send information to the chair or clerk, who puts it in the meeting packet, rather than to the whole board.
  • Do not "reply all" with views on an item the board will decide. Save it for the meeting, where the public can hear it.
  • If someone starts a discussion by email, do not answer on the thread. Say it belongs at the next meeting.

Does a work session or workshop count?

Yes, when a quorum gathers to discuss the board's business. The definition turns on who gathers and why, not on what the gathering is called. A retreat, workshop or briefing at which a quorum discusses the board's business is a meeting, with the same agenda (§ 312(d)(1)) and the same minutes (§ 312(b)(1)). See the notice and agenda guide.

What does the law leave out of a meeting?

Besides scheduling messages, three occasions are not meetings: two here and a third below. First, a quorum at a social or similar event:

Statute text

“Meeting” shall not mean occasions when a quorum of a public body attends social gatherings, conventions, conferences, training programs, press conferences, media events, or otherwise gathers, provided that the public body does not discuss specific business of the public body that, at the time of the exchange, the participating members expect to be business of the public body at a later time.

1 V.S.A. § 310(5)(C)

Members who run into each other at a conference are not holding a meeting. They stop being outside the definition once they discuss business they expect the board to take up later. Second, a gathering of the voters at the annual or special town meeting:

Statute text

“Meeting” does not mean a gathering of the voters of a municipality for purposes of conducting an annual or special municipal meeting.

1 V.S.A. § 310(5)(E)

The law also does not apply to site inspections for assessing damage or making tax assessments or abatements, clerical work, or work assignments of staff. Routine day-to-day administrative matters that need no action by the board may be handled outside a warned meeting, so long as no money is appropriated, expended or encumbered (§ 312(g)).

What if members attend another board's meeting?

Statute text

“Meeting” shall not mean a gathering of a quorum of a public body at a duly warned meeting of another public body, provided that the attending public body does not take action on its business.

1 V.S.A. § 310(5)(D)

So a quorum of your board sitting in the audience at another board's warned meeting is not holding a meeting of yours, as long as your board takes no action there.

Does a committee or subcommittee have its own meetings?

Yes. The law counts a committee or subcommittee of a board as a public body:

Statute text

“Public body” means any board, council, or commission of the State or one or more of its political subdivisions, any board, council, or commission of any agency, authority, or instrumentality of the State or one or more of its political subdivisions, or any committee or subcommittee of any of the foregoing boards, councils, or commissions, except that “public body” does not include: (A) councils or similar groups established by the Governor for the sole purpose of advising the Governor with respect to policy; or (B) the voters of a municipality at an annual or special municipal meeting.

1 V.S.A. § 310(6)

So a quorum of the subcommittee gathering to discuss its work is a meeting of the subcommittee, with its own agenda and its own minutes.

Checklist

Items marked (safe course) are good practice, not the statute's words.

Between meetings

  • (Safe course) Email and phone among members only to schedule a meeting, organize an agenda or share materials.
  • (Safe course) Information for the board goes to the chair or clerk for the packet, not to everyone.
  • (Safe course) No "reply all" with views on business the board will decide.
  • (Safe course) No chain of one-to-one conversations that reaches a quorum on an item.
  • At a conference or social event, the board's business is not discussed among a quorum.

Before a work session, retreat or workshop

  • An agenda is posted like any other meeting's, with the business described (§ 312(d)(1)).
  • Minutes will be kept (§ 312(b)(1)).

At the meeting

  • (Safe course) Every member recorded present, remote or absent.
  • (Safe course) Count the members present against your board's quorum, from its charter or enabling law, before business that needs a vote.

What the law does not settle

Questions to take to your municipal attorney; this guide does not answer them.

  • Whether an exchange of emails or text messages among a quorum is a "gathering", since the definition does not list email as a gathering.
  • Whether a chain of one-to-one conversations that together reach a quorum is a meeting.
  • Whether a vote taken with fewer than a quorum present is valid for your board.
  • Which quorum number applies when the charter, a bylaw and the board's own rules disagree.
  • When a social gathering or conference becomes a meeting because members start discussing business they expect the board to take up.

How Clarivis helps

Clarivis does not see email or messages between members and does not tell you whether a gathering was a meeting. At the meeting itself, it helps the record show who was there.

  • Attendance for every member. In Live Meeting, each member is recorded present, remote or absent, and remote is never folded into present.
  • A quorum warning, with a motion. Clarivis counts the members present against the committee's quorum and raises a warning when a motion was recorded with fewer members present than that. For a planning or zoning body it uses at least a majority of the members; for any other board it uses the number a Committee Admin or the Clerk sets in Settings, then Committee. Until the quorum is set, it reads Not evaluated and no warning appears.
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