Tri-County Metro. Transp. Dist. of Or. (Trimet) v. Amalgamated Transit Union Local 757 ( 2018 )

484 February 15, 2018 No. 8
IN THE SUPREME COURT OF THE
STATE OF OREGON
TRI-COUNTY METROPOLITAN
TRANSPORTATION DISTRICT OF OREGON
(TriMet), a municipal corporation
of the State of Oregon,
Petitioner on Review,
v.
AMALGAMATED TRANSIT UNION LOCAL 757,
a labor organization,
Respondent on Review.
(CC C121215684; CA A154561; SC S064006)
On review from the Court of Appeals.*
Argued and submitted June 14, 2017.
Keith M. Garza, Law Office of Keith M. Garza, Oak
Grove, argued the cause and filed the briefs for the petitioner
on review. Also on the briefs was Erik Van Hagen, Portland.
Aruna A. Masih, Bennett Hartman Morris & Kaplan
LLP, Portland, argued the cause and filed the brief for the
respondent on review. Also on the brief was Gregory A.
Hartman, Portland.
Todd A. Lyon, Fisher & Phillips LLP, Portland, filed
the brief for amicus curiae Oregon Public Employer Labor
Relations Association.
Jeffrey P. Chicoine, Miller Nash Graham & Dunn LLP,
Portland, filed the brief for amicus curiae Oregon School
Boards Association. Also on the brief was Jollee F. Patterson,
Portland.
Jacquilyn Saito-Moore, Washington County Counsel,
Hillsboro, filed the brief for amici curiae Association of
Oregon Counties and League of Oregon Cities. Also on the
brief was Kimberly A. Stuart, Hillsboro.
______________
*  Appeal from Multnomah County Circuit Court Leslie M. Roberts, Judge.
276 Or App 513, 368 P3d 50 (2016).
Cite as 362 Or 484 (2018) 485
Before Balmer, Chief Justice, and Kistler, Walters,
Nakamoto, Flynn, Duncan, and Nelson, Justices.**
FLYNN, J.
The decision of the Court of Appeals is affirmed. The
judgment of the circuit court is reversed, and the case is
remanded to the circuit court for further proceedings.
Case Summary: Plaintiff TriMet sought declaratory judgment that antici-
pated collective bargaining negotiation sessions would not be subject to the pro-
visions of the Oregon Public Meetings Law. TriMet contended that, because its
negotiating team, which it considered to be a “governing body” under the Public
Meeting Law for purposes of summary judgment, had no quorum requirement,
the anticipated bargaining sessions could not be “meetings” as that term is
defined in the Public Meeting Law. Held: “Quorum” is a concept that applies to
any organized body, and while the number of people that constitute a quorum
could present a question of fact, the existence of a quorum is not a question of fact.
It is possible for a quorum of a governing body to “meet in private” in violation of
ORS 192.630(2) even if there is no “meeting” subject to ORS 192.630(1). TriMet
did not establish, for purposes of summary judgment, that the proposed negotiat-
ing sessions will not be subject to the Public Meetings Law.
The decision of the Court of Appeals if affirmed. The judgment of the cir-
cuit court is reversed, and the case is remanded to the circuit court for further
proceedings.
______________
**  Brewer, J., retired June 30, 2017, and did not participate in the decision
of this case. Landau, J., retired December 31, 2017, and did not participate in the
decision of this case.
486 TriMet v. Amalgamated Transit Union Local 757
FLYNN, J.
Plaintiff, Tri-County Metropolitan Transportation
District (TriMet), brought this action for declaratory relief,
seeking a declaration that planned, future collective bar-
gaining sessions between TriMet’s bargaining team and the
bargaining team for defendant Amalgamated Transit Union
Local 757 (ATU) will not be “meetings” subject to the open
meetings requirements of Oregon’s Public Meetings Law,
ORS 192.610 to ORS 192.695. ATU opposed the declaration,
and the parties filed cross-motions for summary judgment.
The trial court agreed with TriMet and granted its motion,
but the Court of Appeals vacated and remanded. TriMet v.
Amalgamated Transit Union Local 757, 276 Or App 513, 368
P3d 50 (2016). The Court of Appeals reasoned that, even if
the bargaining sessions are not “meetings” as that term is
defined in the Public Meetings Law, ORS 192.610(5), when
the TriMet team participates in the sessions, it may be sub-
ject to the prohibition in ORS 192.630(2) that, generally:
“A quorum of a governing body may not meet in private for
the purpose of deciding on or deliberating toward a decision
on any matter[.]”
This court allowed review to consider whether the
Court of Appeals correctly construed ORS 192.630(2). We
conclude that the Court of Appeals’ construction of that stat-
ute is correct—that it is possible for a “quorum of a govern-
ing body” to “meet” in violation of ORS 192.630(2) even if
there is no “meeting” subject to ORS 192.630(1). We also
conclude that TriMet failed to establish, on this summary
judgment record, that no “quorum” of the TriMet team
will “meet” during the negotiations; thus, TriMet failed to
establish as a matter of law that the bargaining sessions
at issue will not be subject to ORS 192.630(2).1 Finally, we
consider, but reject, ATU’s proposal that another provision
1
The pertinent subsections of ORS 192.630 provide:
“(1)  All meetings of the governing body of a public body shall be open to
the public and all persons shall be permitted to attend any meeting except as
otherwise provided by ORS 192.610 to 192.690.
“(2)  A quorum of a governing body may not meet in private for the pur-
pose of deciding on or deliberating toward a decision on any matter except as
otherwise provided by ORS 192.610 to 192.690.”
Cite as 362 Or 484 (2018) 487
of the Public Meetings Law, ORS 192.660(3), requires that
all bargaining sessions of a public body be conducted in an
“open meeting” unless both parties consent to private meet-
ings. Accordingly, we affirm the decision of the Court of
Appeals and reverse and remand the judgment of the circuit
court.
I. BACKGROUND
A.  Factual Context
TriMet is a mass transit district and municipal cor-
poration that operates in the Portland metropolitan area.
ORS 267.010 - 267.430. As a public employer, TriMet is
required by the Public Employer Collective Bargaining Act
(PECBA) to engage in collective bargaining with the exclu-
sive representative of a bargaining unit of its employees,
here ATU. In 2012, shortly before their collective bargain-
ing agreement was set to expire, ATU notified TriMet that
it wished to open negotiations for a new collective bargain-
ing agreement. TriMet’s general manager had designated
TriMet’s Executive Director of Labor Relations and Human
Resources, Stedman, to lead its negotiating team. Stedman,
in turn, had chosen seven other TriMet executives to be
members of the team.
After the parties agreed to conduct three bar-
gaining sessions, ATU advised TriMet that it expected the
bargaining sessions to be open to the public pursuant the
terms of the Public Meetings Law. TriMet did not agree
that the Public Meetings Law would apply to the negotiat-
ing sessions and did not consent to holding open negotiating
sessions. The parties were unable to resolve their dispute
regarding the correct interpretation of the Public Meetings
Law, and TriMet brought this action in the circuit court.
TriMet sought a declaration “that collective bargaining ses-
sions between TriMet’s negotiating team and ATU are not
subject to ORS 192.610 et seq., governing public meetings”
as well as a declaration that, “because collective bargaining
sessions between ATU and TriMet’s negotiating team are
not public meetings, any actions taken in those meetings are
not subject to challenge under ORS 192.680.” As noted, both
parties moved for summary judgment, and the trial court
granted TriMet’s motion.
488 TriMet v. Amalgamated Transit Union Local 757
B.  Overview of the Public Meetings Law
Before describing the rulings of the lower courts,
we briefly describe the key provisions of the Public Meetings
Law that are at the heart of the parties’ dispute. The Public
Meetings Law regulates the decision-making process of
“governing bod[ies]” and “public bod[ies].” For purposes of
TriMet’s motion for summary judgment, TriMet assumed
that its designated negotiating team would function in a
way that makes it a “governing body” within the meaning of
the Public Meetings Law, meaning that the team “consists
of two or more members, with authority to make decisions
for or recommendations to a public body on policy or admin-
istration.” ORS 192.610(3).
As pertinent to the parties’ dispute, the Public
Meetings Law requires that most “meetings” of a governing
body “shall be open to the public.” ORS 192.630(1). A “meet-
ing” is “a convening of a governing body of a public body for
which a quorum is required in order to make a decision or to
deliberate toward a decision on any matter,” (except for lim-
ited situations that are not pertinent here). ORS 192.610(5).
In addition, the Public Meetings Law specifies that a “quo-
rum of a governing body may not meet in private for the
purpose of deciding on or deliberating toward a decision on
any matter,” also subject to certain exceptions that are not
pertinent here. ORS 192.630(2).
C.  Lower Court Rulings
In support of its motion for summary judgment,
TriMet submitted an affidavit from Stedman asserting
that there would be “no minimum number of the bargain-
ing team that must be present before the bargaining team
can engage in negotiations or take any action.” According to
TriMet, the affidavit establishes that TriMet’s bargaining
team would have no “quorum” requirement and, thus, that
the team’s bargaining sessions could not be “meetings” for
purposes of the public meetings law, given the definition of
“meeting” found in ORS 192.610(5).
In response, ATU raised a limited challenge to
TriMet’s contention that there is no quorum required for
the proposed negotiating sessions between the ATU and
Cite as 362 Or 484 (2018) 489
TriMet teams. Specifically, ATU argued that the ATU and
TriMet negotiating teams, when combined, constitute a sin-
gle group that is a “governing body,” which has a quorum
requirement because at least one person from each team
must be present to conduct negotiations. Thus, according to
ATU, the combined bargaining sessions fit the definition of
a “meeting.” ATU also argued that it was entitled to sum-
mary judgment in its favor based on another provision of
the Public Meetings Law, ORS 192.660(3). That provision
specifies that “[l]abor negotiations shall be conducted in
open meetings unless negotiators for both sides request that
negotiations be conducted in executive session.” Id. The trial
court granted TriMet’s motion for summary judgment and
denied ATU’s motion. It entered a judgment declaring that
“[c]ollective bargaining sessions between TriMet’s negotiat-
ing team and the ATU bargaining team are not ‘meetings’
subject to ORS 192.610 et seq. governing public meetings.”
ATU appealed, and the parties reprised the argu-
ments they had made in the trial court. The Court of Appeals
reversed. As an initial matter, the Court of Appeals rejected
ATU’s argument that ORS 192.660(3) entitles ATU to judg-
ment as a matter of law that TriMet is required to conduct
collective bargaining sessions in “the context of open meet-
ings.” TriMet, 276 Or App at 523. The court also rejected
ATU’s argument that the bargaining sessions constitute a
“meeting” because the negotiating teams, together, consti-
tute a single “governing body” with a quorum requirement.
Id. at 524.
Finally, the court assumed that Stedman’s affidavit
established that the negotiating sessions would not qualify
as a “meeting,” because TriMet had not required a quorum
for its team. The court, nonetheless, concluded that the trial
court erred in granting TriMet’s motion for summary judg-
ment because it concluded that ORS 192.630(2) remains a
potential obstacle to private bargaining sessions even if the
sessions are not “meetings,” as that term is defined for pur-
poses of the Public Meetings Law. In reaching that conclu-
sion, the Court of Appeals relied on its decision in Handy
v. Lane County, 274 Or App 644, 362 P3d 867 (2015), aff’d
in part on other grounds, 360 Or 605, 395 P3d 1016 (2016),
490 TriMet v. Amalgamated Transit Union Local 757
which that court issued while the appeal in this case was
pending. In its opinion in this case, the Court of Appeals
explained:
“Handy clarifies that the Public Meetings Law applies not
only to formal ‘meetings’ of governing bodies (that is, for-
mal ‘convening[s] * * * for which a quorum is required in
order to make a decision or to deliberate toward a deci-
sion on any matter[,] ORS 192.610(5)), but also to circum-
stances in which a quorum of a governing body ‘meets’ to
deliberate toward or make a decision outside the context of
a ‘meeting.’ ”
TriMet, 276 Or at 525 (quoting Handy, 274 Or App at 657
(brackets and ellipsis in TriMet)). The court reasoned that,
regardless of whether TriMet requires a quorum for its
negotiating team to convene a bargaining session, the nego-
tiating team has a “quorum” because:
“A quorum is simply ‘the number of the members of an
organized body of persons * * * that when duly assembled
is legally competent to transact business in the absence of
the other members: a usu. specified number of members
(as an absolute majority) in the absence of which an orga-
nized body cannot act legally * * *.’ Webster’s Third New Int’l
Dictionary 1868 (unabridged ed 2002).”
TriMet, 276 Or App at 526 (ellipses in original; footnote
omitted). The court reasoned that, “if TriMet’s negotiat-
ing team is, in fact, a governing body,” then some num-
ber of the members constitute the team’s quorum. Id.
Accordingly, the Court of Appeals concluded that there
may be circumstances under which subsection (2) of ORS
192.630 would apply to the bargaining sessions and that,
on this record, TriMet was not entitled to summary judg-
ment. Id. at 527.
II. ANALYSIS
On review, TriMet urges this court to reverse the
decision of the Court of Appeals and, instead, to affirm the
trial court’s decision that TriMet is entitled, as a matter
of law, to the declaration that it seeks. ATU, on the other
hand, urges this court to affirm the Court of Appeals’ deci-
sion that TriMet is not entitled to summary judgment and
Cite as 362 Or 484 (2018) 491
also to conclude that ATU is entitled to summary judgment
because the bargaining sessions are subject to the “open
meetings” requirement of ORS 192.660(3).2
Each party moving for summary judgment has the
burden of demonstrating that there are no material issues
of fact and that it is entitled to judgment as a matter of law.
ORCP 47 C. On review of a trial court’s grant of summary
judgment, we view the evidence and all reasonable infer-
ences that may be drawn from the evidence in the light
most favorable to the nonmoving party. Yeatts v. Polygon
Northwest Co., 360 Or 170, 172, 379 P3d 445 (2016). Thus,
with respect to TriMet’s motion, we view the facts in the light
most favorable to ATU, but, with respect to ATU’s motion,
we view the facts in the light most favorable to TriMet. See
Bagley v. Mt. Bachelor, Inc., 356 Or 543, 545, 340 P3d 27
(2014) (setting forth standard). We will begin by considering
TriMet’s motion for summary judgment and the challenge
that it raises to the Court of Appeals’ decision.
A.  Whether TriMet established that no “quorum” of its bar-
gaining team will “meet” for purposes of ORS 192.630(2)
during the planned negotiating sessions
In moving for summary judgment, TriMet sought to
establish that, as a matter of law, no provision of the Public
Meetings Law prevented TriMet from insisting that future
collective bargaining sessions be conducted in private. We
note at the outset that the dispute is poorly suited for reso-
lution on summary judgment, in part because the material
facts depend upon how the parties anticipate conducting
their labor negotiations in the future. The record fails to
eliminate questions of fact that ultimately will be essential
to determining whether the Public Meetings Law will apply
to those bargaining sessions, including whether the TriMet
2
ATU also renews its argument that the relevant “governing body” is the
combination of bargaining teams for both TriMet and ATU, that the combined
body does require a quorum requirement to conduct the negotiations—at least
one person from each team—and, thus, that the combined convening of both
teams constitutes a “meeting.” We adopt without further discussion the con-
clusion of the Court of Appeals that any entity created by combining the two
negotiating teams does not meet the definition of a “governing body” subject
to the Public Meetings Law, as set out in ORS 192.610(5). See 276 Or App at
524.
492 TriMet v. Amalgamated Transit Union Local 757
negotiating team will function in ways that make it a “gov-
erning body” and whether the nature of the discussions will
amount to the TriMet team “deciding on or deliberating
toward a decision,” to trigger either subsection (1) or (2) of
ORS 192.630.
Nevertheless, TriMet has attempted to narrow the
issues in dispute by conceding—for purposes of its summary
judgment motion—that the TriMet bargaining team is a
“governing body,” as that term is defined for purposes of the
Public Meetings Law, ORS 192.610(3). We are not asked to,
and we do not, express any opinion as to whether TriMet’s
concession is correct either as a matter of statutory inter-
pretation or in the factual context of TriMet’s anticipated
bargaining with ATU. According to TriMet, even if the
TriMet negotiating team is a “governing body,” Stedman’s
affidavit establishes that TriMet has imposed no quorum
requirement for the TriMet team to participate in the bar-
gaining sessions. That fact, TriMet argues, establishes as a
matter of law that the TriMet team may negotiate in private
without violating either the open “meetings” requirement of
ORS 192.630(1) or the prohibition in ORS 192.630(2) that a
“quorum” of a governing body generally may not “meet” in
private to deliberate toward a decision.
ATU, for its part, does not specifically dispute
Stedman’s assertion that TriMet has imposed no quorum
requirement on its bargaining team or that the lack of a
specified quorum requirement means that a convening of
the TriMet team at a bargaining session does not constitute
a “meeting,” for purposes of ORS 192.630(1). ATU contends,
however, that the Court of Appeals correctly concluded that
a quorum of a governing body can “meet” in violation of ORS
192.630(2) even if the governing body has no specified quo-
rum requirement.
As framed by the parties’ arguments and conces-
sions on review, TriMet’s challenge to the decision of the
Court of Appeals presents a narrow issue of statutory
construction: whether the Court of Appeals correctly held
that it is possible for a “quorum” of a “governing body”
of a public body to “meet in private,” in violation of ORS
192.630(2), even if the public body has specified no quorum
Cite as 362 Or 484 (2018) 493
requirement when delegating authority to the governing
body.3 That holding depended in part upon the Court of
Appeals’ earlier conclusion in Handy that the term “meet,”
as used in ORS 192.630(2), describes some deliberations
of a governing body that would not constitute a “meet-
ing” within the scope of the Public Meetings Law, ORS
192.610(5). 276 Or App at 525.4 The Court of Appeals’ hold-
ing also depends upon a conclusion that it is possible for a
“quorum” of the bargaining team to meet even if TriMet
did not impose a quorum requirement when delegating
negotiating authority to the bargaining team. TriMet chal-
lenges both conclusions.
TriMet’s challenges require us to determine what
conduct the legislature intended ORS 192.630(2) to pro-
hibit. In interpreting statutes, we seek to determine the
legislature’s intention, by reviewing the statutory text and
context, and, if the court concludes that it appears useful to
the analysis, the legislative history. State v. Gaines, 346 Or
160, 171-72, 206 P3d 1042 (2009). The text, however, is the
most persuasive evidence of the legislature’s intent, because
only the text “receives the consideration and approval of a
majority of the members of the legislature.” Id. at 171. In our
examination of the text, we generally begin with the terms
that the legislature used. Delta Logistics, Inc. v. Employment
Dept. Tax Section, 361 Or 821, 826, 401 P3d 779 (2017). Here,
the pertinent text appears in the two provisions through
which the legislature has limited the ability of a governing
body to deliberate or make decisions in private:
“(1)  All meetings of the governing body of a public body
shall be open to the public and all persons shall be permit-
ted to attend any meeting except as otherwise provided by
ORS 192.610 to 192.690.
“(2)  A quorum of a governing body may not meet in pri-
vate for the purpose of deciding on or deliberating toward
3
Given how the parties have framed the dispute on review, we need not con-
sider whether Stedman’s affidavit, in fact, establishes that there will be no con-
vening of a “meeting” subject to ORS 192.630(1) when the TriMet team gathers
for the collective bargaining sessions.
4
This court affirmed the decision of the Court of Appeals in Handy on other
grounds, without addressing the determination that ORS 192.630(2) reaches
conduct that ORS 192.630(1) does not.
494 TriMet v. Amalgamated Transit Union Local 757
a decision on any matter except as otherwise provided by
ORS 192.610 to 192.690.”
ORS 192.630.
1.  Whether a governing body can “meet” without hold-
ing a “meeting”
TriMet’s challenge to the decision of the Court of
Appeals begins with that court’s conclusion that a govern-
ing body may “meet” in violation of ORS 192.630(2) even
if there is no “meeting.” TriMet contends that the term
“meet” as used in ORS 192.630(2) merely refers to the act
of convening a “meeting” within the definition of the Public
Meetings Law and, thus, that without a quorum require-
ment, a governing body will never hold a “meeting” subject
to ORS 192.630(1) and also will never “meet” within the
meaning of ORS 192.630(2). An examination of the text and
statutory context persuades us that the legislature intended
the term “meet,” to which ORS 192.630(2) applies, to mean
more than simply the act of convening a “meeting,” to which
ORS 192.630(1) applies.
Although TriMet emphasizes that the words “meet-
ing” and “meet” are similar, that similarity does not resolve
what the legislature intended ORS 192.630(2) to prohibit.
One obvious difference between the terms is that “meeting”
is a noun while “meet,” as it is used in ORS 192.630(2), is a
verb. More significantly, “meet” is not defined in the Public
Meetings Law, while “meeting” is narrowly defined by ORS
192.610(5) to mean “the convening of a governing body of a
public body for which a quorum is required in order to make
a decision or to deliberate toward a decision on any matter.”
When terms of common usage, such as “meet,” are
not defined by the legislature, we frequently consult dictio-
nary definitions to determine the meaning of such terms “on
the assumption that, if the legislature did not give the term
a specialized definition, the dictionary definition reflects the
meaning that the legislature would naturally have intended.”
Comcast Corp. v. Dept. of Rev., 356 Or 282, 296, 337 P3d 768
(2014). In common usage, the verb to “meet” means “to join
(a person) in conversation, discussion, or social or business
intercourse : enter into conference, argument, or personal
Cite as 362 Or 484 (2018) 495
dealings with[.]” Webster’s Third New Int’l Dictionary 1404
(unabridged ed 2002). Nothing in that ordinary meaning of
the term “meet” suggests that the result of that act will be a
“meeting” in the narrow sense that ORS 192.610(5) defines
the term.
That difference between the terms is potentially sig-
nificant. We have acknowledged that the legislature some-
times uses different words to mean the same thing. Brown
v. SAIF, 361 Or 241, 260 n 6, 391 P3d 773 (2017). However,
we have also emphasized that, when “the legislature uses
different terms in related statutes, it likely intended them to
have different meanings.” Northwest Natural Gas Co. v. City
of Gresham, 359 Or 309, 323, 374 P3d 829 (2016) (empha-
sis in original). Thus, a focus on the term “meet,” in iso-
lation, does not resolve what the legislature intended ORS
192.630(2) to prohibit.
Several contextual indications suggest, however,
that the legislature intended the verb “meet” to reach some
conduct that is not covered by the defined term “meeting.”
First, subsection (2) of ORS 192.630 uses the phrase “meet
in private” to describe the conduct that is prohibited as to
government bodies. The phrase is an anomaly in the Public
Meetings Law; the rest of the statutes use the term “execu-
tive session” when referring to a “meeting” or part of a meet-
ing that is closed to the public to some extent. See, e.g., ORS
192.610(2) (defining “executive session” as “any meeting
or part of a meeting of a governing body which is closed to
certain persons for deliberation on certain matters”); ORS
192.660 (describing when public body may hold “executive
session” rather than “open meeting”). If ORS 192.630(2)
applied only to “meetings” of a governing body, then the con-
duct that the statute prohibits would also constitute a “meet-
ing” in “executive session.” The legislature’s use, instead, of
the phrase “meet in private” in ORS 192.630(2) suggests
that it intended ORS 192.630(2) to reach some private delib-
erations that are not a “meeting” in “executive session.” See
Northwest Natural Gas, 359 Or at 323 (describing principle
for determining legislative intent).
Second, TriMet’s construction of the phrase “may
not meet” in ORS 192.630(2) as meaning the same thing
496 TriMet v. Amalgamated Transit Union Local 757
as “may not hold a meeting” creates a redundancy, which is
“something that we seek to avoid in interpreting statutes.”
State v. Kellar, 349 Or 626, 636, 247 P3d 1232 (2011). Read
with the substitution that TriMet proposes, the prohibition
in ORS 192.630(2) applies only when there is: (1) a meeting;
(2) of a “quorum of a governing body”; that (3) is “for the
purpose of deciding on or deliberating toward a decision on
any matter.” Under those circumstances, the gathering of
the governing body may not be “in private * * * except as
otherwise provided by ORS 192.610 to 192.690.” Id.
Yet ORS 192.630(1) imposes that same restriction
under the same circumstances. As is clear from an exam-
ination of the statutory text and definitions, ORS 192.630(1)
applies when there is: (1) a “meeting,” which by defini-
tion requires; (2) a “quorum” of a “governing body,” ORS
192.610(5); in order (3) “to make a decision or to deliber-
ate toward a decision on any matter.” Under those circum-
stances, the gathering of the governing body must be “open
to the public”—i.e., may not be in private—“except as other-
wise provided by ORS 192.610 to 192.690.” ORS 192.630(1).
In other words, read as TriMet proposes, a govern-
ing body violates subsection (1) of ORS 192.630 every time
that it violates subsection (2) of the same statute. We have
emphasized, however, that “an interpretation that renders a
statutory provision meaningless should give us pause, both
as a matter of respect for a coordinate branch of govern-
ment that took the trouble to enact the provision into law
and as a matter of complying with the interpretive principle
that, if possible, we give a statute with multiple parts a con-
struction that ‘will give effect to all’ of those parts.” State v.
Cloutier, 351 Or 68, 98, 261 P3d 1234 (2011) (quoting ORS
174.010).5 Thus, the redundancy that is created by TriMet’s
5
TriMet argues that its construction does not render subsection (2) mean-
ingless because subsection (1) sets out a “positive admonition” while subsection
(2) sets out the same requirement as a “negative prohibition,” which adds “clarity
and emphasis,” quoting Handy, 274 Or App at 682-86 (DeVore, J., dissenting).
In other words, TriMet proposes that legislative redundancy may sometimes
be intentional. We do not suggest that redundancy is never intentional, but a
proposed construction that renders a statutory provision redundant will always
“give us pause,” see Cloutier, 351 Or at 98, particularly when additional context
suggests that the legislature intended more than a mere restatement of another
provision.
Cite as 362 Or 484 (2018) 497
construction of ORS 192.630(2) calls into question TriMet’s
construction of the statute.
Finally, the context supplied by the overarch-
ing policy of the Public Meetings Law also suggests that
TriMet’s construction of ORS 192.630(2) is not correct. The
Public Meetings Law contains an explicit general policy
statement:
“The Oregon form of government requires an informed
public aware of the deliberations and decisions of governing
bodies and the information upon which such decisions were
made. It is the intent of ORS 192.610 to 192.690 that deci-
sions of governing bodies be arrived at openly.”
ORS 192.620. The two provisions that explicitly give effect
to that policy of open deliberations are ORS 192.630(1) and
(2). Yet TriMet contends that both provisions become inap-
plicable if a public body authorizes its governing bodies to
conduct their delegated duties without a specified quorum
requirement. That single decision, according to TriMet,
excludes the work of the governing body both from the defi-
nition of a “meeting” and, thus, the “open meetings” require-
ment of ORS 192.630(1), as well as from the limitation that
ORS 192.630(2) imposes on a governing body’s ability to
“meet in private for the purpose of deciding on or deliber-
ating toward a decision.” In other words, TriMet’s construc-
tion of ORS 192.630(2) would mean that a public body could
shield deliberations and decisions on a given matter from
public scrutiny simply by delegating authority over those
deliberations and decisions to a governing body and failing
to specify a quorum requirement for the governing body to
act.6 That result would severely undermine the policy “that
decisions of governing bodies be arrived at openly.” ORS
192.620. Combined with the other contextual indications
of legislative intent, the overarching policy of the Public
Meetings Law persuades us that the legislature intended
the broad language of ORS 192.630(2) (“may not meet in
private”) to reach some decision-making of a governing body
that does not occur in a “meeting.”
6
In highlighting that result of TriMet’s construction of ORS 192.630, we do
not suggest that TriMet acted within any intention to avoid the requirements of
the Public Meetings Law.
498 TriMet v. Amalgamated Transit Union Local 757
Nothing in the legislative history of the Public
Meetings Law demonstrates a legislative intent that ORS
192.630(2) function merely as a restatement of the open
“meetings” requirement in ORS 192.630(1). The Public
Meetings Law, which originated as Senate Bill (SB) 15, was
enacted in 1973. Or Laws 1973, ch 172. The definitions of
“decision, “executive session,” and “governing body” remain
the same as originally enacted. The pertinent definition of
“meeting” also remains the same as the original enactment.7
Finally, both ORS 192.630(1) and (2) were also enacted as
part of the 1973 legislation, and both remain substantially
the same today as when originally enacted.8 Or Laws 1973,
ch 172, § 3.
SB 15 was initially referred to the Joint Special
Committee on Professional Responsibility (JSCPR). When
referred, SB 15 contained only the provision that ultimately
would become ORS 192.630(1), but the JSCPR Committee
added subsection (2). Tape Recording, JSCPR, Senate Bill
(SB) 15, Mar 19, 1973, Tape 3, Side 2. The legislature took
the wording for the new subsection—that no governing body
“shall meet privately for the purpose of discussing or con-
ducting public business”—from an alternative public meet-
ings bill that the Attorney General had proposed. Id. Jim
Durham, a representative of the Attorney General, testified
that adding that text to the bill would broaden the bill. Id.
Although one committee member proposed adding the sug-
gested text to the definition of the term “meeting,” the com-
mittee added the Attorney General’s proposed requirement
as a stand-alone provision of SB 15. Id.
Nothing in the legislative history of SB 15 discloses
a clear intent that the added provision, ORS 192.630(2),
merely function as an alternative phrasing of the same
7
An additional sentence was added to the definition of “meeting,” in ORS
192.610(5), in 1979. Or Laws 1979, ch 644, § 1. That sentence—“ ‘[m]eeting’ also
does not include the attendance of members of a governing body at any national,
regional or state association to which the public body or the members belong”—
has no bearing on the issues in this case.
8
As originally enacted, the first part of ORS 192.630(2) provided that
“[n]o quorum of a governing body shall meet in private” rather than the current:
“[a] quorum of a governing body may not meet in private.” Or Laws 1973, ch 172,
§ 3(2). The parties do not contend that that change was substantive.
Cite as 362 Or 484 (2018) 499
requirement set out in ORS 192.630(1). Again, the best evi-
dence of what the legislature intended a statute to mean
is the wording of the statute that it adopted into law. See
Brown, 361 Or at 249 (describing essential principle).
Here, that best evidence persuades us that the legislature
intended that a “quorum of a governing body” could “meet “
within the scope of ORS 192.630(2), even if the result is not
a “meeting” within the scope of ORS 192.630(1).
2.  Whether TriMet established that its negotiating team
has no “quorum”
We turn to TriMet’s second challenge to the Court of
Appeals’ construction of ORS 192.630(2)—that the TriMet
negotiating team has no “quorum.” TriMet argues that,
regardless of whether ORS 192.630(2) applies to some delib-
erations of a governing body that occur outside of a “meet-
ing,” the statute applies only when a “quorum” of a governing
body meets in private. TriMet insists that it has established,
as a matter of law, that no “quorum” of the TriMet team
will meet during the bargaining sessions, given Stedman’s
statement that there is no “minimum number of members
of the bargaining team that must be present before the bar-
gaining team can engage in negotiations or take any action.”
TriMet’s argument assumes that whether a governing body
has a “quorum” is entirely a factual question, as to which
Stedman’s representation is dispositive. TriMet is wrong on
both counts.
First, we emphasize that we must view Stedman’s
affidavit, and all reasonable inference that may be drawn
from it, in the light most favorable to ATU, the party who
opposed the motion for summary judgment. See Yeatts, 360
Or at 172. Viewed in that light, we understand the affidavit
to mean that, in delegating collective bargaining authority
to Stedman and the TriMet negotiating team, TriMet did
not specify that a minimum number of members of its bar-
gaining team must be present before the TriMet bargaining
team can engage in negotiations with ATU. Whether that
failure to specify a minimum participation number estab-
lishes that no “quorum” exists for the TriMet team depends
in part upon the meaning of the term “quorum” in ORS
192.630(2).
500 TriMet v. Amalgamated Transit Union Local 757
We determine what the legislature intended by
the term “quorum” in ORS 192.630(2) as a legal matter,
through our established method of statutory construction,
giving the greatest consideration to the text that the leg-
islature adopted. See Gaines, 346 Or at 171. Although not
specifically defined by Oregon statute, “quorum” has a well-
established meaning in both ordinary and legal usage. As
pertinent to its use in the Public Meetings Law, the term
“quorum” has long been defined as “the number of the mem-
bers of an organized body of persons (as a legislature, court,
or board of directors) that when duly assembled is legally
competent to transact business in the absence of the other
members[.]” Webster’s Third New Int’l Dictionary 1868
(unabridged ed 2002); see also Black’s Law Dictionary 1421
(4th ed 1968) (defining “quorum” in part as “[s]uch a num-
ber of the members of a body as is competent to transact
business in the absence of the other members”); Black’s Law
Dictionary 1446 (10th ed 2014) (defining “quorum” in part
as “[t]he smallest number of people who must be present
at a meeting so that official decisions can be made”). Those
definitions suggest that “quorum” is a concept that applies
to every organized body. In other words, for every organized
body, there is some minimum number of members that must
participate in order for the body to be competent to transact
business. Thus, every organized body has a “quorum.”
The way that the word “quorum” is used in the
Public Meetings Law comports with that ordinary usage.
That is, the definitions contained in the public meetings law
suggest that the legislature presumed that every “govern-
ing body” will have a “quorum” that is necessary to make
“decisions.” See ORS 192.610(1). Given that meaning of the
term “quorum,” the number of members of a governing body
that constitutes the body’s quorum may be a question of fact,
but whether the TriMet bargaining team, or any governing
body, has a “quorum” is not a question of fact.
Indeed, even the number of members that consti-
tute a quorum of a particular governing body is not entirely
a question of fact. As the Court of Appeals noted, the legis-
lature appears to have established a “default quorum” num-
ber consisting of a majority of a governing body. 276 Or App
Cite as 362 Or 484 (2018) 501
at 526 n 8 (citing ORS 174.130); see, e.g., People for Ethical
Treatment v. Inst. Animal Care, 312 Or 95, 103, 817 P2d
1299 (1991) (describing ORS 174.130 as a “quorum require-
ment”). That default statute specifies that, “unless expressly
otherwise provided by law,” the “authority conferred by law
upon three or more persons may be exercised by a majority
of them.” ORS 174.130.9
On this summary judgment record, TriMet has
offered no basis to conclude that the TriMet negotiat-
ing team is not subject to ORS 174.130. On the contrary,
it appears that the collective bargaining authority that
TriMet has delegated to its negotiating team—a body that
consists of more than three persons—is authority that is
conferred by law. TriMet’s authority to exist and operate as
a mass transit district is conferred by law. ORS 267.080. All
of TriMet’s authority to act is conferred by law, including
specifically the ability to “[e]nter into contracts and employ
agents, engineers, attorneys and other persons and fix their
compensation.” ORS 267.200(5). Indeed, TriMet does not
dispute, for purposes of its summary judgment motion, that
its negotiating team may be exercising authority conferred
by law when it engages in the bargaining sessions.
Ultimately, however, the question is not whether
ORS 174.130 controls the quorum number of the TriMet
bargaining team but whether TriMet has established as a
matter of law that no “quorum” of the TriMet bargaining
team will “meet” within the meaning of ORS 192.630(2).
TriMet moved for summary judgment on the narrow basis
that Stedman’s affidavit establishes that TriMet’s bargain-
ing team will never assemble a “quorum” of its members.
However, Stedman’s affidavit establishes only that TriMet
chose not to specify a minimum attendance requirement
for its bargaining team. That affidavit does not preclude a
determination that, by default, the “quorum” consists of a
majority of the members of the team or, perhaps, that the
team’s “quorum” is simply the number of members who,
9
In standard legal usage, a quorum is typically considered to be “[a] major-
ity of the entire body.” Black’s 4th ed at 1421. See also Black’s 10th ed at 1446
(describing a “quorum” as “a majority of all the members, unless otherwise spec-
ified in the governing documents”).
502 TriMet v. Amalgamated Transit Union Local 757
in fact, show up to exercise the bargaining authority that
TriMet has delegated to the team. Thus, Stedman’s affidavit
does not establish as a matter of law that no “quorum” of the
TriMet bargaining team will “meet” within the meaning of
ORS 192.630(2) when the team participates in the planned,
future negotiations. Given TriMet’s concession that its nego-
tiating team is a “governing body,” the Court of Appeals
correctly concluded that TriMet failed to establish, on this
summary judgment record, that it is entitled as a matter of
law to a declaration that its bargaining team can “meet in
private” to deliberate toward a collective bargaining agree-
ment without violating ORS 192.630(2).10
B.  Whether ORS 192.660(3) requires that the negotiations
be conducted in “open meetings”
We briefly address ATU’s argument that, even if
TriMet ultimately establishes that neither provision of ORS
192.630 applies to the bargaining sessions, the sessions
nevertheless must be conducted in open meetings under ORS
192.660(3). That argument was the basis for ATU’s cross-
motion for summary judgment and, if correct, would provide
a more complete resolution for the dispute on remand. The
pertinent statutory text provides:
“Labor negotiations shall be conducted in open meetings
unless negotiators for both sides request that negotiations
be conducted in executive session.”
ORS 192.660(3).
ATU construes that statute to require that a pub-
lic body engaging in labor negotiations must do so in an
“open meeting,” unless both sides agree to “executive ses-
sion.” That construction is the basis on which ATU con-
tends that it is entitled to summary judgment in its favor. It
reasons that ATU’s refusal to agree that negotiations may
be conducted in executive session means that the TriMet
team must bargain in an “open meeting.” The implications
10
The Court of Appeals vacated, rather than reversed, the trial court’s judg-
ment in TriMet’s favor, for further consideration in light of the court’s decision
in Handy. 276 Or App at 515. Although we agree with the Court of Appeals that
the record does not support a grant of summary judgment in TriMet’s favor, we
conclude that there is no need for reconsideration of that ruling in light of Handy.
Thus, we reverse and remand the judgment of the trial court.
Cite as 362 Or 484 (2018) 503
of ATU’s construction of ORS 192.660(3) are significant. If
correct, that construction would mean that a public body
must conduct all labor negotiations in a “meeting,” either
open or closed, because an “executive session” is a “meeting
or part of a meeting of a governing body” that is “closed to
certain persons for deliberation on certain matters.” ORS
192.610(2) (emphasis added). If all public body labor negoti-
ations had to be conducted in a “meeting,” that would mean
that a public body must conduct labor negotiations in a for-
mat that constitutes the “convening of a governing body of a
public body.” That is so because, as explained at the outset
of this opinion, the “convening of a governing body of a pub-
lic body” is part of the definition of a “meeting” under the
Public Meetings Law. ORS 192.610(5) (emphasis added). In
other words, ATU’s construction reads ORS 192.660(3) as
regulating who may conduct a public body’s labor negotia-
tions, in addition to regulating when the negotiations may
be conducted in private.
TriMet acknowledges that the text of ORS
192.660(3), in isolation, could be read that broadly. It argues,
however, that the statute, construed in context, means that
when a public body conducts labor negotiations in sessions
that qualify as “meetings,” they must be “open” unless the
parties agree otherwise. Under that construction, the pro-
vision does not necessarily prohibit a public body from con-
ducting labor negotiations under circumstances that do not
amount to a “meeting.” We conclude that TriMet’s construc-
tion of ORS 192.660(3) is more consistent with the broader
statutory and historical context.
First, as emphasized above, if ORS 192.660(3) affir-
matively requires public bodies to conduct all of their labor
negotiations in either a closed or open “meeting,” as ATU
proposes, then by definition it requires public bodies to con-
duct their labor negotiations through a “governing body.”
ORS 192.610(5). Yet, if the legislature intended to require
public bodies to conduct their labor negotiations through a
“governing body,” that construction would seemingly contra-
dict another provision in ORS 192.660. That other provision,
ORS 192.660(2)(d), specifies that “[t]he governing body of
a public body may hold an executive session: * * * To con-
duct deliberations with persons designated by the governing
504 TriMet v. Amalgamated Transit Union Local 757
body to carry on labor negotiations.” That provision assumes
that a governing body will sometimes carry out labor nego-
tiations through designated “persons” who are not a govern-
ing body. The deliberations with designated persons that
ORS 192.660(2)(d) contemplates could never arise, however,
if labor negotiations must always be conducted by a “gov-
erning body.” ATU’s construction of ORS 192.660(3) thus
appears to run afoul of a basic rule of statutory construction
that, if possible, a statute that contains “several provisions
or particulars” should be construed in a manner that “will
give effect to all.” ORS 174.010; see also Cloutier, 351 Or at
98 (“an interpretation that renders a statutory provision
meaningless should give us pause”).
Moreover, the broader context of ORS 192.660 as a
whole suggests that subsection (3) should be construed as
TriMet proposes. The numerous other provisions of ORS
192.660 regulate in detail when and how a governing body
may deliberate or consider a matter in “executive session,”
i.e., a “meeting” that is not fully “open.” In other words, the
purpose of ORS 192.660, as a whole, is to describe a gov-
erning body’s ability to conduct its “meetings” in “executive
session.” That context suggests that ORS 192.660(3), which
also describes the governing body’s ability to hold an “exec-
utive session” as opposed to an “open meeting,” is intended
to serve the same purpose—that it merely specifies the cir-
cumstances under which a public body may conduct collec-
tive bargaining “meetings” in “executive session.”
Indeed, that purpose was evident in earlier ver-
sions of ORS 192.660(3). As originally adopted in 1973,
ORS 192.660(3) unambiguously regulated only when labor
negotiations could be conducted in executive session: “Labor
negotiations may be conducted in executive session if either
side of the negotiators requests closed meetings.” Or Laws
1973, ch 172, § 6(3). In 1995, that provision was amended
to shift the preference away from holding labor negotiations
in a “meeting” that would constitute an “executive session”:
“Labor negotiations shall be conducted in executive session
unless either side of the negotiators requests open meetings.”
Or Laws 1995, ch 779, § 1(2). That text continued to describe
when negotiating sessions could be conducted in executive
session as opposed to in open meetings. Two years later, the
Cite as 362 Or 484 (2018) 505
legislature amended ORS 192.660(3) to its current version,
substituting language that more affirmatively expresses
the 1995 preference for open meetings: “Labor negotiations
shall be conducted in open meetings unless both sides of the
negotiators request that negotiations be conducted in execu-
tive session.” Or Laws 1997, ch 173, § 1(2). Read in that his-
torical context, ATU’s suggestion that the current version
of ORS 192.660(3) was intended to mandate that a public
body’s labor negotiations be conducted under circumstances
that constitute a “meeting,” i.e., only through a “governing
body,” would represent a significant shift in the purpose of
the statute.
The most significant result of construing ORS
192.660(3) to require that a public body conduct all of its
labor negotiations through a “governing body” is that it
would prohibit the public body from using a single negotiator
to conduct negotiations—because a “governing body” by defi-
nition “consists of two or more members.” ORS 192.610(3).
At the time that the legislature amended ORS 192.660(3),
however, it would have been aware that public bodies some-
times employed individual negotiators to conduct their labor
negotiations, both because the language of ORS 192.660
(2)(d) seems to contemplate as much and because the use of
an individual negotiator was at issue in the 1977 Court of
Appeals decision that, for decades, was the only appellate
case to construe ORS 192.660(3). See SW Ore. Pub. Co. v.
SW Ore. Comm. Coll., 28 Or App 383, 559 P2d 1289, rev
den,  279 Or 1 (1977) (construing ORS 192.660(3)). In SW
Ore. Pub., the public body had retained a private negotiator
to conduct labor negotiations on its behalf. Id. The Court
of Appeals held that ORS 192.660(3) did not apply to nego-
tiations conducted by that private negotiator because the
Public Meetings Law does not apply if “[a] retained labor
negotiator is neither a member of a public body nor a govern-
ing body.” Id. at 386.
ATU would read the 1997 amendments to ORS
192.660(3) as effectively overruling SW Ore. Pub. Co.
and, moreover, prohibiting a public body from even using
individual labor negotiators to conduct labor negotiations
on its behalf. However, nothing in the legislative history
506 TriMet v. Amalgamated Transit Union Local 757
suggests that the legislature intended the rephrasing of
ORS 192.660(3) in 1997 to accomplish such a significant
departure from the original purpose of the provision and
from the purpose of ORS 192.660 as a whole. Some com-
ments of Representative Markham—who sponsored the
1997 bill to amend the Public Meetings Law—arguably
could suggest that he favored such a significant overhaul
of labor negotiating practices.11 However, Representative
Markham’s proposal to specify simply that “[l]abor negotia-
tions shall be conducted in open meetings” was rejected by
the House Labor Committee in favor of the current text of
ORS 192.660(3). Tape Recording, House Labor Committee,
HB 2444, Mar 13, 1997, Tape 39, Side A. The legislative his-
tory primarily indicates that legislators understood that the
1997 amendment, in the form that they ultimately adopted,
would create no significant change in the purpose of the
statute. See, e.g., Tape Recording, House Labor Committee,
HB 2444, Mar 13, 1997, Tape 39, Side A (statement of Chair
Harper: “I don’t think any of us care how you implement it.
It reads the same way now just in reverse is all.”); id. (state-
ment of Oregon School Employees Association representa-
tive Tricia Smith: “I think that the current law essentially
accomplishes the same thing.”); Tape Recording, Senate
Business, Law and Government Committee, HB 2444,
Apr 28, 1997, Tape 194, Side A (statement of Senator Bryant:
“So all we’ve done is turned around the way they request
the executive sessions.”). Ultimately, the significance of the
legislative history is that it does not disclose a clear intent
to change ORS 192.660(3) from a statute that limits when a
labor negotiations involving a public body may be conducted
in executive session to a statute that limits who may conduct
labor negotiations on behalf of a public body—a “governing
body”—and how those negotiations must be conducted—by
convening a “meeting.”
We, thus, agree with the Court of Appeals that ORS
192.660(3) governs when a public body’s labor negotiations
11
Representative Markham expressed frustration that, in negotiations
between the governor and the public employee unions, “they come to an agree-
ment, * * * and hand the legislature a bill. And that’s all the legislature has to
do is pay the damn bill.” Tape Recording, House Labor Committee, HB 2444,
Mar 13, 1997, Tape 39, Side A.
Cite as 362 Or 484 (2018) 507
may be conducted in a “meeting” that is partly private,
rather than in a “meeting” that is open. In that sense, ORS
192.660(3) functions as a limited exception to the require-
ment that all “meetings” of a “governing body” must gener-
ally be open to the public; if both parties consent, a “meeting”
to negotiate may be held in executive session. The record on
summary judgment fails to establish that a convening of the
team for the bargaining sessions is a “meeting,” and, thus,
precludes any determination as a matter of law that ORS
192.660(3) controls whether the bargaining session may be
conducted in private. Thus, the trial court correctly denied
ATU’s motion for summary judgment.
III. CONCLUSION
Our holding with respect to TriMet’s motion for
summary judgment is narrow. We conclude only that this
summary judgment record fails to eliminate questions of
fact that must be resolved before a determination can be
made that, as a matter of law, the proposed bargaining ses-
sions will (or will not) be subject to the Public Meetings Law.
Accordingly, we affirm the judgment of the Court of Appeals
and reverse the judgment of the trial court.
The decision of the Court of Appeals is affirmed.
The judgment of the circuit court is reversed, and the case
is remanded to the circuit court for further proceedings.