Executive Session Tips

Published on: by Emily Chan Category:BOARDS / GOVERNANCE

IStock_000015730230XSmallExecutive sessions are generally closed discussions of a board of directors that may include invited attendees such as an executive director or certain staff members. These sessions can occur at the end of a board meeting or separate from a board meeting if no formal actions are to be taken. Executive sessions can be a useful tool for a board for addressing sensitive and/or legal matters such as an executive director evaluation. The possibility of keeping the executive session discussions private can also be a great advantage for organizations that have voting memberships, are subject to open meeting laws, or have general board meeting minutes maintained by the staff.

When done properly, executive sessions can create a “safe space” for directors to discuss a matter openly and honestly, help to foster trust among the directors and allow for better independent decision-making. Executive sessions can, however, also be a hindrance to better board governance when used improperly or carelessly, creating distrust between the board and staff, unnecessary secrecy, and paranoia. Below are some of the important factors a board should consider when using an executive session.

Confidentiality

  • Inform participants whether all or part of the discussion should remain confidential;
  • Appropriately mark materials as confidential and determine what would be appropriate to include in the meeting minutes if they will be disclosed to members or staff;
  • Limit access to executive session materials or minutes to those persons who participated in the executive session to the extent legally permissible; and
  • Ensure compliance with any applicable open meeting laws.

Transparency

  • Determine what information needs to be communicated to appropriate parties after the executive session;
  • Determine whether a vote, if any, should be conducted in the executive session or can be taken during the general board meeting; and
  • Document the reasons for or topic of the executive session in the general meeting minutes.

 Process

  • Determine whether regularly scheduled or ad hoc executive sessions will better facilitate proper oversight and open discussion by the board;
  • Manage clear expectations with excluded parties regarding follow-up by the board, even if there is nothing to report; and
  • Ensure that the discussion remains on topic with respect to the agreed upon agenda for the executive session.

For more information about executive sessions, please read the BoardSource publication “Executive Sessions: How to Use Them Regularly and Wisely.”

More information on state open meeting laws is provided by Sunshine Review.