“When you dance, your purpose is not to get to a certain place on the floor. It’s to enjoy each step along the way.”

Wayne Dyer

The board-executive director relationship is a dance. The whole team is dancing together! One thing that can throw everyone off balance or mess up the cadence is how the board manages (or doesn’t) executive sessions. Most executive directors do not want their boards to meet without them on issues other than their performance or compensation. Other executives don’t seem to be bothered by it and some even encourage it. Not only is there disagreement about the practice, there is even disagreement about the definition!

What is a board executive session?

An executive session is a meeting (or portion thereof) of the board of directors that is called for a purpose that is other than the regular board meeting.  It generally takes a portion of a regular board meeting (usually at the end). I think most executives and board members would agree so far. But, this is where it starts to get more complicated. BoardSource states that executive sessions, by definition, are exclusive to board members. This is not always true in practice. Some executive sessions are convened for the board to discuss important organizational issues with the executive director, but are characterized by the exclusion of anyone else.

Who can call an executive session?

This may be influenced by your bylaws and depends on how the board agenda is set. A recent national study of board chairs (635) found that the board agenda is most often developed by board chairs and executive directors together. Every board is unique and whatever the process is for getting on the agenda could serve as the means for calling an executive session.

Who attends?

Who attends is the defining characteristic of executive session as discussed above. There are no set rules. Board executive sessions can consistently include the executive director except when the issue discussed is directly about him/her. Generally, no other staff and/or ex-officio board members attend. Individuals with special information (your auditor or an attorney) may be invited to attend. In other words, it depends. Who attends should be based on the purpose of the session.

What’s the purpose?

This is the main area of controversy.  Here are some examples of the topics I have heard promoted as appropriate for board executive sessions (with or without the executive unless noted):

  • Executive director performance and/or compensation (the executive is absent.)
  • Handling of personnel issues the executive director requests be discussed in executive session.
  • Discussion of financial issues with an auditor.
  • Succession planning.
  • Investigation and/or discussion of improper conduct or a serious complaint about a board member.
  • Handling of matters that present some liability/risk to the organization.
  • Peer-to-peer discussions of a significant matter regarding board functioning.
  • To enhance board communication and cohesion as a group.
  • Topics or issues that the board and executive director wish to discusss together without other staff  present (i.e., those who normally attend the board meetings).

You can see why there is inconsistency in practice! When boards have executive sessions without their executive directors (other than for performance evaluation), I have more often than not seen them disrupt the delicate dance required for a strong board/executive partnership. Next time I will present some guidelines for you to consider when thinking about executive sessions for your board.

Please share your current practices and views so we can all benefit from them!


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