25FC:0031 Michael Chapman v. Waterloo Community School District Finance Committee - Investigative Report

The Iowa Public Information Board

COMES NOW, Alexander Lee, Agency Counsel for the Iowa Public Information Board (IPIB), and enters this Investigative Report: 

On March 26, 2025, Michael Chapman filed formal complaint 25FC:0031, alleging the Finance Committee of the Waterloo Community School District Board of Education (Board) violated Iowa Code Chapter 21.

The IPIB accepted this Complaint on April 17, 2025.

Facts

The Waterloo Community School District is a public school district in Black Hawk County, which is overseen by a seven-member Board of Education. There is no question that this Board is “[a] board, council, commission, or other governing body of a political subdivision or tax-supported district in this state,” meaning that it qualifies as a governmental body subject to Chapter 21 open meeting law. Iowa Code § 21.2(1)(b). The sole disagreement between the parties in this matter is whether the Finance Committee, which serves under the Board, is also a governmental body.

The facts are not disputed. The Finance Committee is a permanent three-member body, currently comprised of the Board’s President, the Board’s Vice President, and another Board member. There is no requirement that the President and VP serve, but the first two positions have traditionally been reserved to these officers, with the third member invited by the President based on interest.

The Finance Committee typically meets once per month. These meetings are also generally attended by the District’s Superintendent, the Board Treasurer, and the Board Secretary. Other District staff and representatives from District schools may attend at least some of these meetings.

The District’s legal counsel was unable to find any minutes or resolutions which reflect when or how the Finance Committee was created. It is the respondents’ belief that the committee “was likely started by a prior Superintendent, informally by a prior board, or a combination of both.” At a minimum, the Finance Committee has existed for a period of years, and a search conducted by the respondents during IPIB’s investigation revealed documents from 1992, over three decades ago, describing approval of committee members for another existing Board committee.

The Finance Committee is broadly responsible for reviewing the District’s budget, expenses, balance sheets, and related financial matters. These responsibilities include initial review of monthly expense summaries, for the purposes of ensuring the District stays within its budget. The Finance Committee also researches and makes recommendations on larger financial expenditures before they go to the full Board. For example, if the Board were selecting a new insurance policy, the Finance Committee would gather documents, review options, and provide a non-binding recommendation to the Board. Matters within the Finance Committee’s purview often begin in committee before being presented to the Board for final approval.

On March 26, 2025, the complainant, Michael Chapman, attempted to attend a meeting of the Finance Committee. Before the meeting began, the District Superintendent informed Chapman that the meeting was not open to the public, and Chapman was then escorted out of the building. The same day, Chapman filed formal complaint 25FC:0031, alleging that he had been unlawfully excluded from a meeting required to be held in open session under Chapter 21.

The respondents agree that Chapman has same right as any other member of the public to attend meetings of the main Board. However, the respondents maintain 1) that the Finance Committee is a purely advisory body without policy-making duties of its own and 2) that it was not “formally and directly” created by the Board, meaning that it should not be required to follow Chapter 21.

The respondents have expressed a desire to comply with the requirements of Chapter 21. As such, the parties now seek IPIB’s guidance on whether the Finance Committee qualifies as a governmental body capable of holding meetings subject to Chapter 21.

Applicable Law

“‘Governmental body’ means:

b. A board, council, commission, or other governing body of a political subdivision or tax-supported district in this state.

c. A multimembered body formally and directly created by one or more boards, councils, commissions, or other governing bodies subject to paragraphs ‘a’ and ‘b’ of this subsection.” Iowa Code § 21.2(1)(b), (c).

Analysis

I. Purely Advisory Groups vs Policy-Making Bodies

The key precedent for this case is Mason v. Vision Iowa Board. In Mason, the Iowa Supreme Court considered a Chapter 21 challenge brought against a negotiating committee of the Vision Iowa Board, which administered two similar programs created to promote tourism and community attractions through the award of monetary grants. 700 N.W.2d 349, 351 (Iowa 2005).

The negotiating committee at issue in Mason was established at the recommendation of an intermediate review committee “to determine a potential award amount and to recommend” which type of grant was appropriate for a specific bid. Id. This committee was appointed by the board chair from members of the board and, over a period of months, the committee worked with representatives for the proposal to review various matters, including financial feasibility and environmental effects. Id. at 351–52. The committee ultimately recommended certain components of the application be severed and reconsidered for a smaller grant, with the remainder denied, and the Vision Iowa Board adopted this recommendation in full. Id. at 352.

The Mason Court declined to find any Chapter 21 violation, concluding the negotiating committee was incapable of creating a “meeting” pursuant to Iowa Code § 21.2(2) where none of their deliberations or actions were “in furtherance of any policy-making duty,” given the committee’s purely advisory role. Id. at 354. Policy-making, for the purposes of open meetings law, meant “deciding with authority a course of action,” as opposed to merely “recommending or advising what should be done.” Id. While the Court recognized that “purely advisory groups” described by Iowa Code §§ 21.2(1)(e) or (h) were intended by the legislature to be subject to Chapter 21, this did not affect the “policy-making duties” requirement of Iowa Code § 21.2(2) for other categories of governmental body. Id. at 355. Therefore, because the negotiating committee’s role was merely “to determine a potential award amount and to recommend whether it should be a Vision Iowa or a CAT award,” and there was no evidence the committee had “authority to set the award amount or decide whether it should be made under the Vision Iowa or CAT programs,” the committee had not held any Chapter 21 meeting. Id. at 356 (emphasis in original).

Similar findings have been made in a handful of other cases. See Donahue v. State, 474 N.W.2d 537, 538–39 (Iowa 1991) (finding university administrative panels formed to review individual promotion and tenure decisions were purely advisory boards, as these panels “exercise[d] no policy-making power,” could not make binding decisions, and were “far removed from the [board of] regents,” even if their recommendations were given “great weight”); see also Hummel v. Des Moines Indep. Cmty. Sch. Dist., No. 08–0763, 2009 WL 777929, at *3–4 (Iowa Ct. App. Mar. 26, 2009) (finding that a seven-member review committee formed from school district and community members to consider proposals to purchase and develop a closed elementary school lacked policy-making duties under Mason, as the committee’s only role was to review proposals and recommend a favored bid to the school board, which explicitly “maintain[ed] control over all decisions”).[1]

II. Whether the Finance Committee is Purely Advisory or Policy-Making

Judicial precedent is limited in defining the boundaries of what constitutes a “purely advisory” group, and IPIB’s own case law interpreting Mason is inconclusive and at times contradictory.

The respondents cite Mason to argue that the Finance Committee is exempt from Chapter 21 requirements as a “purely advisory” group, which merely “recommend[s] or suggest[s] a course of action” to the Board, as the final decision-maker for the District. Nevertheless, there are several factors which distinguish the Finance Committee from “purely advisory” groups.

First, the Finance Committee has the apparent authority to set its own priorities and agendas, albeit within certain boundaries, and thereby influence the priorities of the Board above it. Unlike in Mason, Donahue, and Hummel, where the bodies in question were tasked with researching specific and well-defined questions delegated by their principals, the District’s financial matters are regularly presented to the Finance Committee before the full Board.[2] This is a critical distinction when considering Mason’s definition of “policy-making” as the act of “deciding with authority a course of action.” Even if final Board approval is required in all instances, the Finance Committee is still setting or directing a course of action for the District whenever it drafts a proposed budget or initiates the process of selecting a new insurance policy. Contra. Mason, 700 N.W.2d at 349 (emphasizing that the full board “made the ultimate decision on the course of action” and that the negotiating committee had merely made recommendations “within the conditions established by the board’s grant”); Hummel, 2009 WL 777929, at *4 (finding the review committee had no responsibilities beyond “simply recommending or suggesting to the school board the development proposal it should accept” and citing an affidavit stating the committee was not “responsible for or able to eliminate any proposals from the board’s consideration”).[3]

Second, relatedly, the Finance Committee is a permanent body with an extensive purview, which embraces numerous topics under the umbrella of “finance,” including everything from budgets to district insurance policies. This contrasts substantially with the entities discussed in Mason, Donahue, and Hummel, each of which were temporary groups created to research specific issues before being disbanded (a single grant application, a specific employee’s appeal of a promotion decision, and six competing bids for the purchase of a closed school building, respectively). In the context of the first factor, above, both permanence and broad jurisdiction contribute to the Finance Committee’s discretion in steering the District’s policies, at least on financial matters.

Finally, the nature and composition of the Finance Committee is such that the “basis and rationale of governmental decisions” is likely to be found in the committee’s deliberations, rather than in Board meetings. See Iowa Code § 21.1. Here, the Finance Committee carries unusual implicit authority, not only because it is composed of Board members (including both elected leaders), but also by virtue of being a permanent standing committee entrusted with previewing much of the District’s financial affairs before they are presented to the Board for final approval. Such committees distribute the burdens of governance by delegating major categories of the principal body’s policy-making process to subgroups of members trusted for their subject-matter expertise. This differs from Donahue, where jury-style faculty panels were an intermediate step designed to bring in peer perspectives between an appealed decision and a final judgment, and Hummel, where community representatives were used to ensure the contentious sale of a closed school building would be “sensitive to the needs of the neighborhood and public interests.” Donahue, 474 N.W.2d at 537; Hummel, 2009 WL 777929, at *1. This also differs from Mason, where the disputed committee was created as a means to assign a small subgroup of board members with studying a particular funding issue, which later evolved into a vehicle for multiple board members to attend negotiations with the proposal’s representatives, all within narrowly drawn guidelines. Mason, 700 N.W.2d at 351 (“the chair contacted various members of the board to serve on the negotiating committee, but the bulk of negotiating fell to the board chair and another board member”).

These factors, taken together, suggest a scope of functional authority tantamount to decision-making, beyond merely “recommending or advising what should be done” on assigned matters. It cannot have been the Court’s intent in Mason to exclude such groups from Chapter 21 where all other requirements are met.

III. Whether the Finance Committee is “Multimembered” & “Formally and Directly Created”

In addition to the “policy-making” inquiry of Mason, the Finance Committee must also satisfy the remainder of Iowa Code § 21.2(1)(c) to be considered a governmental body. That they are a “multimembered body” with clearly defined membership is not in dispute. What the respondents do dispute is whether the body was “formally and directly created,” as they have been unable to find minutes or records showing its creation, though the respondents believe “the committee was likely started by a prior Superintendent, informally by a prior board, or a combination of both.”

Applicable court precedent does not clearly define what it means to be “formally and directly created.” In lieu of case law, the respondents cite a 1993 Attorney General’s Opinion, which advises in part that “[t]his office has construed ‘formally and directly’ to mean created by the vote of a delegating body upon a resolution or motion or equivalent means, but not constituted or appointed by an intermediary or representative of that delegating body such as an executive director or secretary.” Op.  No. 93-11-5, 1993 Iowa Op. Att’y. Gen. 59.[4]

Notably, this excerpt summarizes other AG’s opinions, which consider the question more fully. Interpreting the term “formally,” referenced opinions cite Webster’s dictionary to define “formal” as “requiring special or stipulated solemnities or formalities to become effective,” such that “the requirement . . . would be satisfied by a vote upon a resolution or motion or equivalent means.” Op. No. 87-7-4 (L), 1981 Iowa Op. Att’y. Gen. 162. The formality requirement must reasonably be understood to exclude unofficial, transient groupings, but insofar as this definition would allow a delegating body the option to exempt an otherwise qualifying secondary body by disclaiming it, such a rigid interpretation would be inconsistent with the spirit of the law and Iowa Code § 21.1’s direction that “[a]mbiguity in the construction or application of this chapter should be resolved in favor of openness.” Cf. id. (“a city council does not possess the power to declare, by ordinance or resolution, that one of its boards or committees is exempt from the Open Meetings law”). A body should therefore be considered “formally” created if it is treated as a formal secondary body by its principal and recognized as such in official contexts, a standard met where Board minutes routinely refer to and adopt recommendations of “the District’s Finance Committee” as a recognized entity.[5]

As for whether a body is “directly” created, the respondents do not claim to know the origin of its Finance Committee, but they believe it was “likely started by a prior Superintendent, informally by a prior board, or a combination of both.” Regardless of origin, however, the District’s long-standing practice is dispositive in this instance, as the Board President and VP appear to serve by custom and/or at their own discretion, while the remaining member is recruited based on interest. Indeed, it is difficult to imagine how a body composed entirely of members taken from the District’s principal governing body could have been authentically “constituted or appointed by an intermediary.” See also id. (advising that a body was still “formally and directly” created where it was initially formed by a city mayor and subsequently authorized by vote of the city council).

Because the Finance Committee appears to be 1) a multimembered body, 2) which was formally and directly created by the Board of Education, and 3) which has some policy- or decision-making authority, it meets Iowa Code § 21.2(1)(c)’s definition of a “governmental body” and its meetings may therefore be subject to the requirements of Chapter 21. In practice, this same finding would apply to the vast majority of permanent subcommittees sharing common membership with their delegating boards or councils,[6] as these subcommittees generally have broad jurisdiction over a category of policy matters, maintain meaningful discretion to set their own agendas, and are both formally recognized and intrinsically directly created by their parent bodies.

IPIB Action

The Board may take the following actions upon receipt of a probable cause report: 

a. Redirect the matter for further investigation;

b. Dismiss the matter for lack of probable cause to believe a violation has occurred;

c. Make a determination that probable cause exists to believe a violation has occurred, but, as an exercise of administrative discretion, dismiss the matter; or

d. Make a determination that probable cause exists to believe a violation has occurred, designate a prosecutor and direct the issuance of a statement of charges to initiate a contested case proceeding.

Iowa Admin. Code r. 497-2.2(4).

Recommendation

It is recommended the IPIB find from the stipulated facts that the Finance Committee is a governmental body under Iowa Code § 21.2(1)(c) and redirect the matter for further investigation.

By the IPIB Agency Counsel,

_________________________

Alexander Lee, J.D.

CERTIFICATE OF MAILING

This document was sent on September 12, 2025, to:

Michael Chapman, Complainant

Waterloo Community School District, Respondent