What counts as a meeting under Wisconsin’s Open Meetings Law: the two-part test every board member should know
In Wisconsin, a meeting is not defined by a gavel, an agenda, or a room. It is defined by why members gathered and how many of them were there. Here is the statutory definition, the Showers test the courts apply, and how it plays out for negative quorums, walking quorums, email, social events, and committees.
- The definition
- A meeting is "the convening of members of a governmental body for the purpose of exercising the responsibilities, authority, power or duties delegated to or vested in the body" (Wis. Stat. 19.82(2))
- The test
- Per the DOJ guide, the Showers test asks two things: a purpose to engage in governmental business, and enough members present to determine the body's course of action (State ex rel. Newspapers, Inc. v. Showers, 135 Wis. 2d 77 (1987))
- The presumption
- If one-half or more of the members are present, the gathering is rebuttably presumed to be for the purpose of exercising the body's authority (19.82(2))
- The blocking rule
- A negative quorum, enough members to defeat a proposal, can satisfy the numbers test; under a two-thirds rule that can be more than one-third of the members (DOJ guide)
- Who is covered
- Boards, commissions, committees, councils, and any "formally constituted subunit," including advisory committees created by rule or order (19.82(1))
Start with the statute
The Wisconsin Open Meetings Law applies to every meeting of a governmental body, so the first two questions are always the same: is this group a governmental body, and is this gathering a meeting? Both terms are defined in Wis. Stat. 19.82. A governmental body is:
“a state or local agency, board, commission, committee, council, department or public body corporate and politic created by constitution, statute, ordinance, rule or order; a governmental or quasi-governmental corporation except for the Bradley center sports and entertainment corporation; a local exposition district under subch. II of ch. 229; a long-term care district under s. 46.2895; or a formally constituted subunit of any of the foregoing, but excludes any such body or committee or subunit of such body which is formed for or meeting for the purpose of collective bargaining under subch. I, IV, or V of ch. 111.” (Wis. Stat. 19.82(1))
And a meeting is:
“the convening of members of a governmental body for the purpose of exercising the responsibilities, authority, power or duties delegated to or vested in the body. If one-half or more of the members of a governmental body are present, the meeting is rebuttably presumed to be for the purpose of exercising the responsibilities, authority, power or duties delegated to or vested in the body. The term does not include any social or chance gathering or conference which is not intended to avoid this subchapter, any gathering of the members of a town board for the purpose specified in s. 60.50 (6), any gathering of the commissioners of a town sanitary district for the purpose specified in s. 60.77 (5) (k), or any gathering of the members of a drainage board created under s. 88.16, 1991 stats., or under s. 88.17, for a purpose specified in s. 88.065 (5) (a).” (Wis. Stat. 19.82(2))
Notice what the definition leaves out. It says nothing about an agenda, a vote, a gavel, or a council chamber. A meeting can happen in a parking lot, a pickup truck, or a group text if the purpose and the numbers line up. The town board, sanitary district, and drainage board carve-outs are narrow; the DOJ guide describes them as inspections of public works projects or highways and the supervision of drains.
The Showers test: purpose and numbers
The Wisconsin Supreme Court gave the definition its working shape in State ex rel. Newspapers, Inc. v. Showers, 135 Wis. 2d 77 (1987). As the Wisconsin Department of Justice Open Meetings Law Compliance Guide (March 2025) summarizes it, the definition applies whenever a convening of members satisfies two requirements: “(1) there is a purpose to engage in governmental business and (2) the number of members present is sufficient to determine the governmental body’s course of action.”
The purpose requirement is broader than most members expect. Per the guide, Showers stressed that governmental business means “any formal or informal action, including discussion, decision, or information gathering, on matters within the governmental body’s realm of authority.” Nobody has to make a motion. Nobody even has to talk. The guide describes State ex rel. Badke v. Village Board of Greendale, 173 Wis. 2d 553 (1993), in which the Supreme Court held that a village board held a meeting when a quorum of its members regularly attended plan commission meetings to observe proceedings on a development plan that would come to the board for approval. Per the guide, the members “need not actually discuss the matter or otherwise interact with one another to be engaged in governmental business.” By contrast, the guide notes that in Paulton v. Volkmann, 141 Wis. 2d 370 (Ct. App. 1987), no meeting occurred when a quorum of school board members attended a gathering of town residents but did not collect information on a subject the school board had the potential to decide.
The numbers requirement is not the same as a majority. This is where the guide is most useful, because it corrects a common assumption head-on: “People often assume that this means that the open meetings law applies only to gatherings of a majority of the members of a governmental body.” Its answer: “That is not the case because the power to control a body’s course of action can refer either to the affirmative power to pass a proposal or the negative power to defeat a proposal.”
Negative quorums: when fewer than half is enough
The power to control a body’s course of action includes the power to stop it. The DOJ guide puts it this way: “a gathering of one-half of the members of a body, or even fewer, may be enough to control a course of action if it is enough to block a proposal. This is called a ‘negative quorum.’”
Under ordinary simple majority rule, the guide explains that “exactly one-half of the members of the body constitutes a ‘negative quorum’” because that many votes against a proposal prevents a majority in its favor. That is why, per the guide, the law applies under simple majority rule whenever one-half or more of the members gather to discuss or act on matters within the body’s authority. On a six-member board, three members talking about a pending item can be enough.
Supermajority votes shrink the number further. The guide gives the example: if a two-thirds majority is required, “any gathering of more than one-third of the body’s members would be enough to control the body’s course of action by blocking the formation of a two-thirds majority,” and if three-fourths is required, more than one-fourth can be a negative quorum. On a seven-member board voting on something that needs five votes, three members who agree to oppose it can block it. Clerks should know which agenda items carry supermajority requirements, because those are the items where a small, informal conversation can cross the line.
The one-half presumption and the burden of proof
The second sentence of 19.82(2) does real work in court. When one-half or more of the members are present, the gathering is rebuttably presumed to be for the purpose of exercising the body’s authority. The DOJ guide gives two examples from Attorney General correspondence: one-half or more of a body’s members who rode to a meeting in the same vehicle, and a majority of a common council who gathered at a lounge right after a council meeting. In both, the law presumes a meeting occurred. Per the guide, members can overcome the presumption “by proving that they did not discuss any subject that was within the realm of the body’s authority.”
Below one-half, the burden flips. The guide explains that a person alleging that a smaller gathering violated the law must prove it was a meeting, by showing that the members gathered to conduct governmental business and that enough of them were present to determine the body’s course of action. Either way, the guide closes the section with the instruction every clerk should repeat: “any doubts as to whether a particular gathering constitutes a ‘meeting’ subject to the open meetings law should be resolved in favor of complying with the provisions of the law.”
Walking quorums and serial conversations
A body cannot dodge the definition by never putting a quorum in one room. Per the DOJ guide, a walking quorum is “a series of gatherings among separate groups of members of a governmental body, each less than quorum size, who agree, tacitly or explicitly, to act uniformly in sufficient number to reach a quorum.” The guide traces the concern to State ex rel. Lynch v. Conta, 71 Wis. 2d 662 (1976), which recognized that a walking quorum may produce a predetermined outcome and turn the public meeting into a formality.
The guide is specific about what crosses the line and what does not:
- Agreement is the core. “The essential feature of a ‘walking quorum’ is the element of agreement among members of a body to act uniformly in sufficient numbers to reach a quorum.” Without an express or tacit agreement, the guide says exchanges among separate groups of members may take place without violating the law.
- Polling through a go-between. Using an agent or surrogate to poll a quorum of members through a series of individual contacts “almost certainly” violates the law, per the guide.
- Counting votes is not the same thing. Citing State ex rel. Zecchino v. Dane County Board of Supervisors, 2018 WI App 19, the guide says simply keeping track of the votes of less than a negative quorum of members is “hardly indicative” of a walking quorum.
- Signed documents. Members signing a request to put a subject on an upcoming agenda is not a walking quorum when they have not engaged in substantive discussion or agreed on a uniform course of action. But where a majority sign a document that expressly commits them to a future course of action, the guide warns a court could find a violation.
Walking quorums are also one of the patterns behind personal forfeitures; how those penalties work is covered in our guide to personal fines under the Wisconsin Open Meetings Law.
Email, texts, and social media among members
The DOJ guide treats communication technology on a spectrum. At one end, circulating a paper memo among members generally does not count as a convening of members, because it is mostly a one-way flow of information. At the other end, teleconferences and video conferences, including virtual meeting platforms, “are very similar to in-person conversations and thus qualify as a convening of members.”
Electronic messages sit in the middle. Per the guide, written communications sent “by electronic means, such as email, instant messaging, blogging, or other social media, may also constitute a ‘convening of members,’ depending on how the communication medium is used.” The guide acknowledges that no Wisconsin court has yet applied the law to these methods, and predicts courts would weigh four factors: “(1) the number of participants involved in the communications; (2) the number of communications regarding the subject; (3) the time frame within which the electronic communications occurred; and (4) the extent of the conversation-like interactions reflected in the communications.” The guide does not single out text messages, but a fast group text among enough members to control an outcome looks a lot like the rapid back-and-forth the guide describes.
The guide also flags the mechanical risk: “forward” and “reply to all” take control of the recipient list away from the sender. Its bottom line is blunt. The Attorney General’s Office “strongly discourages the members of every governmental body from using electronic mail to communicate about issues within the body’s realm of authority,” and “Members of a governmental body may not decide matters by email voting, even if the result of the vote is later ratified at a properly noticed meeting.” When email is used, the guide says inadvertent violations can be reduced “if electronic mail is used principally to transmit information one-way to a body’s membership; if the originator of the message reminds recipients to reply only to the originator, if at all; and if message recipients are scrupulous about minimizing the content and distribution of their replies.”
Social gatherings, chance encounters, and another body's meeting
The statute excludes “any social or chance gathering or conference which is not intended to avoid this subchapter.” Members are allowed to attend the same church, the same fish fry, and the same high school football game. The exclusion has two limits. First, the one-half presumption still applies, so if half or more of the body ends up together, the members carry the burden of showing they kept body business out of it. Second, a gathering intended to avoid the law is never social or chance, whatever it is called.
Regular attendance at another body’s meeting is a separate trap. Per the DOJ guide, when a quorum of one body attends another body’s meeting, under circumstances that are not chance or social, to gather information or otherwise engage in governmental business on a subject over which they have decision-making responsibility, “two separate meetings occur, and notice must be given of both meetings.” That was the holding the guide describes in Badke, and in Badke the court found the attendance was not chance or social precisely because a majority of the board attended plan commission meetings with regularity. The guide says a single notice can serve both bodies if it clearly indicates a joint meeting, names each body, and is posted wherever each body normally posts notices. If your council members like to sit in on plan commission meetings, notice the council too, or make sure fewer than a negative quorum attend. The notice mechanics themselves are in our guide to the Wisconsin 24-hour notice rule.
Committees, subunits, and advisory groups
The definition of governmental body reaches well past the main board. Per the DOJ guide, these entities are defined “primarily in terms of the manner in which they are created, rather than in terms of the type of authority they possess.” As a result, per the guide: “Purely advisory bodies are therefore subject to the law, even though they do not possess final decision-making power, as long as they are created by constitution, statute, ordinance, rule, or order.” The guide reads “rule or order” liberally, to include “any directive, formal or informal, creating a body and assigning it duties,” including directives from mayors, county executives, and presiding officers. Its examples include a citizen’s advisory group appointed by the mayor and a deed restriction committee created by resolution of a common council.
Subunits. A “formally constituted subunit” is itself a governmental body under 19.82(1). The guide defines a subunit as “a separate, smaller body created by a parent body and composed exclusively of members of the parent body,” and adds that “Even a committee with only two members is considered a ‘subunit,’ as is a committee that is only advisory and that has no power to make binding decisions.” Because a committee is its own body, it has its own, smaller quorum: on a two- or three-member finance committee, two members discussing the budget can be a meeting of the committee.
Mixed committees. Groups that include both members and non-members of the parent body are not subunits, per the guide, but they frequently fit the definition of a governmental body anyway, for example as advisory groups to the body or official that created them.
What is usually not covered. The guide notes that a loosely constituted group with no defined membership and no collective power may fall outside the definition, and that a department head meeting with staff generally is not a governmental body. One statutory convenience applies to committees: under Wis. Stat. 19.84(6), a formally constituted subunit may meet without separate public notice during a lawful meeting of the parent body, during a recess, or immediately after it, to discuss or act on a matter that was the subject of the parent body’s meeting, provided the presiding officer of the parent body “shall publicly announce the time, place and subject matter of the meeting of the subunit in advance at the meeting of the parent body.”
Dekree runs meeting workflows for Michigan local governments today: every board and committee meeting noticed from one place, agendas and minutes kept together, and the record searchable. We are bringing the platform to Wisconsin next. To bring Dekree to your office, email contact@dekree.ai with the subject line Wisconsin and we will add your office to the Wisconsin rollout list.
A coaching checklist for clerks
Clerks rarely attend the conversations that create violations, but they are often the ones members ask afterward. A short list to share at orientation, and again whenever a contentious item is pending:
- Know your numbers. For the board and every committee, write down the count that triggers the one-half presumption and the negative quorum for both majority and supermajority items.
- Purpose is broad. Listening and gathering information on a pending matter counts as governmental business. A meeting does not need a motion.
- No serial lobbying. Do not count heads through a go-between, and do not line up commitments one member at a time on a pending item.
- Email one way. Staff sends information out; members reply only to the sender, if at all; nobody uses reply-all on body business; nobody votes by email or text.
- Social means social. At parties, funerals, and ballgames, keep body business out of the conversation, especially when half or more of the members are present.
- Watch the other body’s meetings. If a quorum of your board plans to attend another body’s meeting on a matter your board will decide, notice it as a meeting of your board too.
- Treat committees as bodies. Every committee, including advisory and two-member committees, gets notice, an open session, and a record. Once the meeting happens, the record duties in our guide to Wisconsin meeting minutes requirements apply, and any closed portion follows the closed session procedure.
- When in doubt, notice it. The DOJ guide says doubts should be resolved in favor of complying. For close calls, ask your municipal attorney before the gathering, not after.
Common questions
Is it a meeting if a majority of our board is not present?
It can be. Under the Showers test as described in the Wisconsin Department of Justice Open Meetings Law Compliance Guide (March 2025), the question is whether the members present are enough to determine the body's course of action, and that includes the power to block a proposal. The guide explains that "a gathering of one-half of the members of a body, or even fewer, may be enough to control a course of action if it is enough to block a proposal," which it calls a "negative quorum." On a body that needs a two-thirds vote to pass a measure, the guide says any gathering of more than one-third of the members can be enough, as long as the purpose requirement is also met.
Can board members email each other about an agenda item?
The DOJ guide says email and other electronic messages "may also constitute a 'convening of members,' depending on how the communication medium is used," and notes that no Wisconsin court has yet applied the law to these methods. Courts would likely look at the number of participants, the number of communications, the time frame, and the extent of conversation-like interaction. The Attorney General's Office "strongly discourages the members of every governmental body from using electronic mail to communicate about issues within the body's realm of authority," and the guide states members "may not decide matters by email voting, even if the result of the vote is later ratified at a properly noticed meeting." One-way information from staff, with replies only to the sender, is the safer pattern.
Our members all go to the same holiday party. Is that a meeting?
Not by itself. Wis. Stat. 19.82(2) excludes "any social or chance gathering or conference which is not intended to avoid this subchapter." But if one-half or more of the members are present, the statute presumes the gathering is for the purpose of exercising the body's authority, and the DOJ guide says members overcome that presumption by proving they did not discuss any subject within the body's realm of authority. The practical rule for social events: enjoy the party, and keep body business out of the conversation.
Does an advisory committee with no decision-making power have to follow the Open Meetings Law?
Usually, yes. The DOJ guide explains that governmental bodies are defined mainly by how they are created, not by the authority they hold, and states: "Purely advisory bodies are therefore subject to the law, even though they do not possess final decision-making power, as long as they are created by constitution, statute, ordinance, rule, or order." The guide reads "rule or order" to include "any directive, formal or informal, creating a body and assigning it duties," and lists a citizen's advisory group appointed by the mayor as an example. A committee made up only of members of the parent body is a "formally constituted subunit" under 19.82(1), and the guide says that holds even for a two-member committee.
What if a quorum of our board attends another body's meeting?
Per the DOJ guide, when a quorum of one body attends another body's meeting, not by chance or socially, to gather information or otherwise engage in business on a subject over which they have decision-making responsibility, "two separate meetings occur, and notice must be given of both meetings." The guide cites State ex rel. Badke v. Village Board of Greendale, where a quorum of a village board regularly attended plan commission meetings on a development plan the board would later approve. A single notice can cover both if it clearly says a joint meeting will be held, names each body, and is posted where each body normally posts.
This article is educational information for Wisconsin authorities and governmental bodies, current as of the publication date. It is not legal advice, and statutes and court decisions change. Confirm specifics with your municipal attorney. Statute text: docs.legis.wisconsin.gov.
The Wisconsin Clerk’s Retention Cheat Sheet
The retention rules Wisconsin municipal clerks look up most (minutes, recordings, ordinances, records requests, election records, invoices, licenses) on two printable pages. Each rule is quoted from the statute or official schedule, with where to look it up. Pin it by your desk.