Nonprofits, does your board hold executive sessions? When properly executed, an executive session creates a safe space for the board to openly and honestly discuss a sensitive matter, such as executive compensation for example. Holding regular executive sessions is crucial---here’s why.

What is an Executive Session?

Executive sessions (sometimes called a closed meeting or an in camera session) are generally closed discussions held by a Nonprofit’s Board of Directors (the Board).

An executive session can occur before, in the middle, or at the end of a regularly scheduled board meeting. The purpose of the executive session will determine who should be present or excluded from the meeting. Typically, and most commonly, executive sessions are for board members only with no staff present. However, in some situations, the executive director, senior staff, or a professional advisor may be invited to join an executive session, at the request of the Board.

The Purpose of Executive Sessions:

Executive sessions focus on three main purposes:

1. Confidentiality. It creates a place for discussing sensitive or confidential topics such as an executive director’s evaluation, attorney consultation, succession planning, key strategic moves like mergers and acquisitions, etc. It also provides a place for critical issues to be discussed within the Board before being brought to the staff or other attendees’ attention.
2. Independent Board Oversight. It enables the Board to discuss and make decisions without undue influence of staff, donors or others that may have been in attendance. As part of board responsibilities, there are decisions that are required to be made without management or other attendees and this forum provides for independent board oversight.
3. Open Conversation. It allows the Board to discuss matters openly and candidly, as well as, explore difficult or unpopular topics before presenting them to the staff or others.

Executive sessions will vary depending on the organization’s circumstances, however, there are various topics that require a closed environment where a conversation can be more candid.

Importance of Regularly Scheduled Executive Sessions:

If your board does not currently hold regular executive sessions, it is highly recommended they implement an executive session around your regularly scheduled board meetings. This will provide a predictable forum to exchange ideas and express concerns, and it can prevent any negative reactions from staff who are not in attendance.

What’s at risk if you don’t hold regular executive sessions?

Holding an executive session out of the blue can result in unwarranted stress on staff and other attendees, believing the reason for the session is to discuss a negative matter.

Executive sessions should never give the appearance that the board is doing something behind the backs of management or other stakeholders. When executive sessions are considered regular and a normal course of business, it creates a more accepting and understanding environment by all parties.

A common misconception is that implementing executive sessions is moving away from transparency; however, these executive sessions are an effective tool for boards to work through certain kinds of issues that need to be discussed without others in attendance. If used appropriately, the organization can really benefit from the closed meeting before presenting information to the staff and others.

Important Guidelines to Follow when Implementing Executive Sessions:

It is important to set policies and procedures specifically for calling and conducting executive sessions. This should include…

• Guidelines for the use of the executive session, and
• Acceptable topics that should be discussed during a closed session.

In addition, if any recommendations or conclusions were made during the meeting, the Board chair should communicate these items with the executive director/CEO soon after the meeting. The executive session should also be documented with minutes. These minutes should only be reviewed by the parties who attended the meeting, and should include the date, time, place and the names of the individuals present. If there were any actions taken during the session, they should be documented as well.

For further guidance on executive sessions, reach out to us.