There are things known and unknown and in between are the doors.” Jim Morrison

Behind closed doors? Last time we talked about how executive directors can feel shut out when their boards have executive sessions without them. I pointed out that there is not agreement about whether or not boards should have these sessions (other than when doing the executive’s performance evaluation). When executive directors and their boards establish and follow a good process and clear guidelines trust is built and concerns are mitigated. Here are some more things to consider when thinking about executive sessions.

Agree on a process and follow it. Here’s an example:

  • The board chair calls for the executive session.
  • Others may request an executive session but the request is presented to the board chair who decides.
  • There should be a written record of the session. Because of the confidential nature of the session notes can be brief but should include: purpose, place and time of the meeting, names of those present, any action taken, and any abstentions from voting. This document is confidential and should only be distributed to board members. The board chair should determine how the record will be securely maintained for the future reference of the board.
  • The board minutes should indicate when the executive session was held (beginning and ending time), the purpose of the session, who was present, and a list of any actions taken or decisions made stated in a way that retains necessary confidentiality.
  • If the executive director is not present at the session, the board chair should brief him/her immediately following the session re: any conclusions, decisions, feedback, or recommendations.

Some other guidelines to keep in mind:

  • Executive sessions should only be held for a defined purpose and the content of the session should be limited to that purpose.
  • Executive sessions are not to be used as a platform for personal agendas.
  • The purpose of any executive session being held without the executive director should be clearly communicated to the executive in a timely manner in advance of the session.
  • The majority of board business belongs in the standard board meeting.
  • The decision to call an executive session should be based on a clear understanding of the distinction between inappropriate secrecy and legitimate privacy.
  • The executive director needs an opportunity to correct any misperceptions or misinformation that arises in the airing of concerns so that issues can be addressed before they escalate.
  • The board should establish a board policy that defines the process for calling and conducting an executive session, as well as the circumstances that would warrant an executive session.

I look forward to hearing your thoughts.  Do you have additional ideas? Does your board do something different?  Please share with us all!



 Executive Sessions: How to use them regularly and wisely. BoardSource, 2007.

The Perfect Board, Calvin K. Clemons, 2008, Texas: Ovation Books.