Should the Board Hold Executive Sessions?

Nonprofit boards are often criticized for a lack of vigor, being subservient to their executive directors, and for weak evaluation of their chief executive. The need for frank and informal discussion about staff performance, and the importance of the board developing a sense of itself, are just two reasons why many boards hold executive sessions.

An executive session is a meeting (or part of a meeting) of the board without staff present. In some cases an attorney or other advisor may be present, but not staff. Executive directors are often sensitive to the idea of executive sessions because they think that important matters necessitate input from them (and they just don't like the idea--period!).

Because one of the board's chief responsibilities is to assess the performance of the agency and its executive director, boards often need to discuss sensitive issues without staff present. Some instances needing candor and confidentiality:

  • Annual meeting with the auditor
  • Evaluation of the executive director, and establishing the executive director's salary
  • Conflicts between two board members, or serious criticism of a board member by another
  • Investigation into concerns about the executive director, or a report from a management consultant
  • Review of salary schedule, compensation policy, etc.

Some organizations establish a type of "semi-executive session" during which the executive director is present, but no other staff. Such sessions may include discussions concerning:

  • Lawsuits, complaints, or grievances from staff or former staff;
  • Individual staff situations
  • Evaluation of the executive director with the executive director.

Even if the chief executive is also a board member, the board can meet without staff present.

Despite a certain awkwardness that occurs when staff are asked to leave the room, and despite the frequent need to overcome resistance on the part of the executive director, there are some discussions that are appropriately held just among board members, such as those listed above. For example, one board member might want to raise a concern about the Development Director to see whether others share the concern or whether his negative experience was the exception. Another board member might want to discuss an issue involving herself and another board member without getting staff involved. A frank discussion of the executive director's strengths and weaknesses usually results in both sides being more clear about each other's expectations.

Executive sessions as regular practice

An executive session is also an important way in which a board develops a sense of itself as a body, rather than the more common feeling of being a group of individuals who listen to and advise the executive director. This "sense of self" is an intangible yet critical underpinning for board leadership.

But calling for an executive session without warning in the middle of a meeting can send any executive into paranoid shock. An effective way to avoid the feeling that "executive session means bad news for staff" is for board chairs to routinely put executive sessions on every agenda or on four agendas per year. That way, the board can meet privately without having to raise tension simply by doing so. In any case, the board should not feel uncomfortable asking staff to be excused for part of any meeting, and the executive director may even volunteer: "Would you prefer to excuse staff for this next agenda item?"

The minutes of the meeting should indicate that the board met in executive session, and report on the topic of the discussion, although the specifics (such as the amount of a lawsuit settlement) may be confidential and appear only in a set of confidential-to-the-board minutes or other notes.

Special thanks to Michael Schley, pro bono attorney and Editorial Committee member of the Board Cafe, for his assistance on this article.

See also from previous Board Cafe articles:

* How Much to Pay the Executive Director?

* Ten Quick Ways to Invigorate Board Meetings

Comments (35)

  • As an executive director, I fully support the board having an executive session at every meeting. If nothing is scheduled for discussion, the board can dismiss themselves. It is critical for team building and for making sure that board members have different forums in which to interact. Having it as a regular part of each meeting takes the anxiety out for staff and lets the board know they have an opportunity at each meeting for a more private discussion.

    Aug 01, 2008
  • As one of those executive directors who can so easily develop paranoia when the board goes off on its own, I shuddered when reading this article. Of course it is correct. That’s not the point. The point is that the paranoia is greatly reduced when there is a strong partnership between the ED and the board. This partnership will be strong when there’s trust between everyone. Here’s a true scenario of exactly the opposite.

    Sarah is the relatively new (1.5 years) CEO of a large human services organization. She has been very successful in making significant changes to a nonprofit that was teetering on the edge of failure. Her financial management strategies have literally turned everything around, and the agency is now looking at a fully sustainable future.

    A few members of the board are from the “old days.” They are extremely resistant to change, and one of them has been doing everything in his power to undermine Susie’s work. He has also been very open about his desire to have her job.

    Near the end of a recent board meeting, a surprise executive session was announced, and Sarah was excused. She went to her office (the board meets in the agency’s facility) to work until the end of the meeting because she had documents to be signed by the chair. More than an hour went by, her anxiety mounting by the minute. Finally the meeting broke up. A number of the board members would not even look at her as they departed. Her board chair, rushing to get home, said, “Don’t worry. Everything’s fine. I’m leaving town, but I’ll call you next week when I get back.”

    A number of stress-filled days later, Sarah and the board chair did have an opportunity to talk. All Sarah learned was that some board members raised questions about her work, but the majority of the board supported her and no action was taken except to express, informally, their satisfaction with her leadership.

    Where’s the trust? What could have been done differently? Or is it unrealistic to expect that enough mutual trust could be in place to allay a CEO’s fears. Certainly having a specific list of topics for which executive sessions can be held is a good step. Holding regular (I like quarterly) sessions is also helpful. But, at least in this situation, something more is needed – a stronger board chair.

    Just because a malcontent wants to complain about or undermine the CEO is insufficient reason to call an executive session. There should be processes in place for lodging such concerns, and everyone should be required to follow those processes. Not enough attention is given in governance circles to the need for training for board chairs, including a session in spine-stiffening!

    Aug 01, 2008
  • As a contract executive director for a struggling nonprofit with an all volunteer board I was appalled at the lack of professionalism and ineffectiveness of the board members.

    As a business professional with over 18 years of corporate experience, I understand that one bad experience is not enough evidence for forming an opinion. However, after looking at several organizations and speaking to several executive directors, I am confident that my assessment of community organizations is correct (membership nonprofits may be different). Volunteer boards do not often possess the skill or commitment to be effective management bodies. Many of the board members have never been in a management position and are not capable of an effective assessment of the executive director (often the assessment is based on emotion and not business effectiveness). Therefore, they hide behind the executive session because they are afraid to address the problems directly.

    Most importantly, if you hire someone who you trust enough to run the entire organization (staffing, finance, fundraising, service delivery, etc.) they deserve the courtesy of being treated as a partner, not as an employee.

    My solution to this problem has been to start my own nonprofit, create a non voting advisory board and develop my board VERY carefully with an eye for quality over quantity. An effective board member is just as important (if not more important) as an effective executive director.

    Aug 01, 2008
  • I am wondering if anyone could share thier examples of success in holding regular Executive Sessions. As a Consultant and Executive Director of various organizations, I have yet to see it as a regular practice embraced by Boards.

    Aug 02, 2008
  • Karen,
    I am not a chief executive officer, but I can share what my organization does. It is a national organization that meets once a year. At the January meeting, the CEO has a session with the Board without other staff. She uses that time to talk about salary issues affecting the organization and gives her general review of staff. Then, she also leaves and the Board has a discussion of her evaluation.
    This occurs on the last day of our 3-day meeting and at the end, the Chair meets with the ED and goes over anything that came out of the closed session. This also serves as an opportunity for the two of them to debrief the entire meeting.
    Because it occurs each January, there are no surprises when it appears on the agenda and staff is asked to leave.

    Aug 11, 2009
  • Anonymous

    An organization for which I worked dropped monthly board meetings in favor of bi-monthly meetings with the Executive Committee meeting on the off months. The result after some months was a decrease in engagement on the part of regular board members, as it appeared that most discussions had already occurred at the Executive Committee level and the regular board was just being asked to "rubber-stamp" actions. The number of board members went from 24 to 18, and the organization now seldom has a quorum.

    Apr 20, 2011
  • My problem with the article is I had to leave one nonprofit where "executive session" meant "gang up on the employee". One time they spent an hour in executive session on information that was false--but having spent a whole hour reinforcing it, they assumed it was true. (My reputation in the wider community was great, so I was able to move on because folks who met other folks from the town of the nonprofit heard good things in their informal reference-checking).

    If a person can't look a Director in the eye and say "I have reservations about you , let's talk" there is a question over whether they should be running a board where public disclosure is a requirment for most things. In my case it was basically one person going nuts who hid behind the board in executive session. (as found later)

    Aug 02, 2008
  • Anonymous

    I experienced a somewhat similar situation. After 10 successful performance reviews by the executive committee (with full board, staff, and client input) a new evaluation process was created that polled 3 staff members (1 had been with the organization less than 6 months, 1 less than 8 months -- and only one of the 3 was a direct report), the full board (not all responded), and 3 out of 400 client organizations. The results were not statistically significant.

    My "performance" was discussed in executive session at one of the quarterly board meetings. Then at the next board meeting, there was a follow-up executive session. At the next board meeting, a third follow-up executive session was held. The results of my performance appraisal was scarcely discussed with me.

    Between the 2nd and 3rd executive sessions I announced I was leaving -- much to the surprise of the board. My confidence in them to be an effecitve board had eroded, and I felt that my ability to be an effective manager was also being undermined by the constant executive sessions. That kind of information has a way of leaking out to clients as well.

    Feb 02, 2010
  • Anonymous

    i'm facing the same issues right now. the president is spinning things to make it look like i'm not doing my job, when it is actuality she is the one not performing her duties and keeping me from performing mine. she doesn't even look at me anymore...glad to know you made it out the other side of it ok...

    Jun 14, 2011
  • Milwaukee has a great resource to help strengthen the capacity of Boards to govern called BoardStar. Take a look at their podcasts (www.boardstar.org) for training opportunities. They are only 5 - 10 minutes long and can be played as an educational opportunity at the beginning of a board meeting.

    Aug 03, 2008
  • I have served as both the CFO of several nonprofits and as a board member. As CFO I have been asked to leave on occassion. As someone who appreciates good governance and has good relationships with the treasurers and finance committees, I did not take this as a sign I'd done something wrong. In the age of heightened accountability executive sessions are a must. If established as a routine part of every meeting as Ms Clarke suggested, there should be no paranoia.

    Susan C. Hammond
    www.schammond.com

    Aug 03, 2008
  • In the UK it is not unusual for audit and (executive) remuneration sub-committees of public and third sector boards to have short executive sessions. As suggested it is best if such sessions are regular agenda items although there may be occasions when executives should leave due to conflicts of interest.

    Aug 04, 2008
  • I've had good and not-so-good experience on non-profit boards over my many years of community and trade organization involvement. The worst involved the assistant director of an organization devoted to providing drug and alcohol rehab services and facilities in a large urban area of Southern California who brought to the board chairman and my attention (I was only a director but the assistant trusted me) allegations about questionable behavior on the part of the long-time ED. Chairman, Vice Chairman, and I consulted with agency's attorney and were told, "Having been told these things, you now have a fiduciary responsilbility to investigate as thoroughly as you can. I'll re-examine your bylaws and make sure there's nothing there to hamper your investigation, but I'm sure you can go so far as to hire a private investigator or attorney - not me, I'm already serving as your board legal advisor - if you believe it is in the best interest of the agency to do so."

    Our agency derived more than 50% of its income from county and state funding, given that many of our clients were recent county jail or state prison inmates and many others were mothers on welfare. This meant that we had to conduct our investigation quickly and thoroughly and report our findings to our primary contact within those public agencies which funded our programs. We also reported our findings to the two private foundations that made up the bulk of the balance of our annual funding.

    Our investigation resulted in us (me, actually!) asking for the 30+ year ED's resignation with a promise that only those agencies and foundations to whom we were financially responsible would know of the situation. To the rest of the world, including staff, who, of course by then knew better, the man was simply retiring, which, in truth, his declining health and mental accuity did merit.

    One surprising and, for me, not altogether pleasant result of the board's work was that at the meeting where the board voted unanimously to ask for the ED's resignation, one of the long-time directors, who previously had been meek as a mouse during meetings, spoke up and said, "I believe it's also in the best interest of this agency to ask for 'John's' (the chairman's) resignation." When we objected, this director pointed out that through these few previous years in which these things had clearly taken place by the ED, "John" had sat by silently, in his own admission, suspecting things "weren't right" but not doing anything about it. "John" hung his head low and pencilled out a quick resignation statement then and there and left the room, never to return to the agency. The board then nominated and elected me as the new chairman, having seen the depth and breadth of the investigation which I pushed for.

    I participated in the hiring of a new ED, who turned out to be the assistant who originally brought her concerns to us. She was clearly the best candidate out of a field of a half-dozen we interviewed and three we brought back for seconds with the whole board. Of course, she had an insider's advantage, but our interview process was exhaustive (for both sides!) and we deliberately tried to trip her up several times to make the field as fair as possible. I continued to chair the agency until my work load as a computer consultant made doing so nearly impossible.

    Today, I serve as the President and ad-hoc ED without either title or pay for a small disaster preparedness organization in the mountains above Palm Springs, CA. My #1 priority upon agreeing to lead this group was to fully populate my board, which is nine in number and the only voting members of our organization. I currently have only one vacancy, that of VP. I'm keeping my eyes and ears open for the right person because in another year or two, I'm going to step down and want the VP ready to step up at that time.

    And, as one other reader mentioned, I'm in the process of forming my own non-profit and have already decided the board will consist of five officers, all of whom will be paid employees of the corporation and an advisory board made up of members of the various professions our organization will be working with and the nearby communities. Called The ReConnect Project, Inc, our foundation and center will serve brain-injured people and their caregivers with assistance and reahabilitation in communication skills. This is an outgrowth of my working relationship with a woman who was brain-injured and unable to speak, read, or write, who recovered and wrote an eloquent book about the experience. I published her book and together she and I have done many speaking and book-signing engagements where we've heard over and over that the inability to communicate is THE most frustrating part of recovery.

    N. Layton, President
    Mountain Disaster Preparedness
    Idyllwild, CA USA

    Aug 05, 2008
  • The only time a board of directors should have an executive session without the ED is when the meeting is concerning him or her!!
    All executive sessions should have the general topic to be discussed listed on the agenda perioded! such as, staff hiring/firing, legal issues, evaluations, etc.
    To leave a group of volunteers to make a decision or take the appropriate action without the benefit of the ED is nuts!
    Lastly, in our State the non-profit board must actually pass all actions taken in executvie session in public session where the public has access.

    Aug 04, 2009
  • Opinions are strong and divided among trustees on the subject of executive session--that is, when or if the board should meet without the CEO or other hospital staff. No absolute rule emerges, but it is advisable that each board have a policy in place that makes it a careful choice, not a sudden surprise.

    Sep 18, 2009
  • Executive Sessions create fear when they are used only in crisis. The
    best board on which I serve has the Executive Session at the beginning
    of every board meeting. For this to be successful, the board chair must
    be well trained and deeply engaged. The board must be functioning at
    the highest level of boardsmanship.
    This works for a high level governing board. It may not for anything
    other than that.

    Jan 08, 2010
  • Anonymous

    As an ED who has been with the same organization for 14 yrs. and prior ED for 2 yrs., I simply do not have faith in the ability of a board to conduct an executive session with professional boundaries. At an executive session at my last org., the board voted to invite onto the board a former staff person who was currently suing the organization! I was shocked.
    All of us have had at least one board member who either went after the ED for his/her job, or out of motivation other than performance. I have not had the good fortune of having the board chair cut those monologues short even when I am in the room. I can only imagine what is said when I am not in the room. When I spoke to the president and let him know of my frustration, he replied that I did a fine job of "handling it." He complimented me for it!
    He did not think I needed any help.
    A board absolutely needs to have privacy to discuss the performance and the salary of the ED, but on any other business matter, it is not productive. If a board never does complete an evaluation on an ED, the question is why have an exec. session? The article describes compelling reasons only for a board operating at a high level, and I haven't had the opportunity to work with such a board.

    Feb 02, 2010
  • Anonymous

    I agree that unless the Board is highly skilled and competent in governance, the executive session can be less than productive -- even counter-productive. An organization I was involved with had a "staff capacity review" (part of a larger planning process) in executive session that was supposed to focus on short-term and long-term staffing needs, organizational and individual skills sets, etc. The ED was not invited to participate based on the rationale that she had already given input through the "staff capacity review" and could have nothing to add to the discussion at this point. Instead, the unprepared board chairman and personnel committee chairman allowed the executive session to become a free-for-all in which one board member brought up "personnel" issues - some actually relating to incidents from as long ago as the 1990s (who said what to whom at some event), etc. It was a disaster! There clearly this one board member was gunning for a specific staff member. In allowing the discussion to unfold as it did, the board ignored their own by-laws and policy manual. Despite attempts by some board members to get the discussion back on track and on topic, the executive session was a waste of time -- and more than a waste of time.The discussion was leaked to some staff members by another board member, which upset the staff greatly. The ED had a crise de nerfs, and several board members (myself included) eventually resigned. Later, the organization had to engage in conflict resolution to resolve some of these issues. The board member with the "personnel" issues conveniently moved to another state within a few months, after creating havoc that took months to rectify.

    Feb 24, 2010
  • Anonymous

    i've never worked with a high-functioning board, either. the board i currently work with is a "tyranny of structurelessness" headed by a lying, egotistical, arrogant _____. nothing is getting done but gossip and throwing me under the bus for putting in too many hours! ugh, if i could find another job in the is economy i'd be out of there in a flash.

    Jun 14, 2011
  • Anonymous

    I have served both as the ED for several small local not-for-profit organizations, and served on several boards.
    When I started as the ED for my current organization, the Board regularly met in Executive Session at the end of each monthly Board meeting, having been advised by a consultant to do so. The agenda or topic for these meetings was unclear to me. The Board meetings were held in a room adjoining my office, so I could hear murmurs and laughter, and then they would adjourn and leave. I was required to stick around during this time so that the President could stop in and let me know if there was anything I needed to know from that session, which happened sometimes and sometimes not, and to lock up. Board meeting evenings meant pretty long days and some real stress about what was going on. This Board had been in the habit of going out for drinks together after the meetings, so for a time, my assistant and I decided that while they were in Executive Session, we'd go across to the bar and wait for them, and then go back and lock up. Sometimes the president reported back to me and other times not, so the sessions took on an odd and counterproductive us vs you overtone. Demoralizing and rather less team-building from my perspective. Eventually, the Board decided to stop holding regular Executive sessions.
    I recognize the need for occasional opportunities to talk about evaluations or other topics, and would encourage Boards to schedule Executive sessions in advance, perhaps quarterly, and to excuse the staff for the evening, rather than requiring them to sit and wait for the meeting to end. Since most EDs I know put in much more than the usual amount of time in their jobs, it is important to be respectful of their time, and important for the President to report back honestly about executive sessions so that the working relationship with the ED remains solid.
    If Board camaraderie is the goal, adjourning to a casual location to relax and chat after the meeting seems like a pleasant choice.

    Apr 06, 2010
  • Anonymous

    Anonymous

    After reading the various articles on Executive Session and Board conduct I can see where board members given any situation can use executive session as a bully pulpit.

    I know of situation where this particular board will hold executive session only to put fear in the ED, rather than use it to be constructive in his leadership. I was also suprised to learn that executive session should have minutes and the topic should be posted in advance. This particular board have no idea of governance anyway.

    Mar 06, 2011
  • Anonymous

    In my 30 years of experience with np boards as a staff, ED and member, I have found a balance that works pretty well:

    -non-executive staff should only attend when there is an issue being discussed that they have specific insight, or when they are giving specific information. An occasional "all staff retreat" or "all managers" meeting can be good too (for small organizations where "all staff" is not unwieldy).

    -boards should have executive sessions occasionally without the ED present to discuss ED performance or other sensitive issues. This keeps the ED on his or her toes, and reminds the group that the board rather than the ED is the ultimate authority in the organization. The ED should be treated respectfully by knowing of the general topic if appropriate, being informed of the session in advance, and getting feedback about the session promptly from the chair. In some cases the chair may not be able to report back if serious legal issues have come up that need confidentiality.

    In my experience there is way too much deference to EDs by boards that allows the ED to have an unhealthy amount of authority over the organization, build an empire, become entrenched and over stay, etc. We love our great EDs, but they are temporary caretakers of the organization that truthfully belongs to the community or constituency.

    Mar 15, 2011
  • Anonymous

    Non-executive staff should be welcome at ANY board meeting, unless it is a closed session. What are you trying to hide from them?

    May 09, 2012
  • Anonymous

    i don't disagree with the need for executive sessions...however, they can be abused as gossip sessions and forums for character assassination. i am wondering if there is any law in california regarding the use of executive sessions and complaints about individual employees or other board members. i also need to know if it is actually illegal to discuss an executive session with anyone who is not a member of the board of directors.

    Jun 14, 2011
  • Anonymous

    Our BOD (membership non-profit corp) held an executive session, not announced, no minutes taken. A member (not BOD member) was invited to the session by a BOD member. The invited member was not allowed to attend the session because some of the BOD would walk out leaving them without a quorm. This just seems plain wrong, does it conform to Roberts Rules and Calif codes?

    Jun 16, 2011
  • Anonymous

    I am generally opposed to executive sessions of Boards. Anything and everything can and does go wrong. Including misinformation being used as fact, a weak board president, who does not know enough HR or polity to keep the board out of trouble, a discussion without the ED present can go south very quickly and soon make the ED so uncomfortable that they move on. Boards can be very destructive. Some think that everything any board member says has the weight of the whole board. Some board members are not helpful to changes that need to be made. Some board members are not interest in the good of the organization but in their own egos. In a perfect world, where I have never lived, an executive session is wonderful. But mostly I think it is a mistake. If the board does not trust the ED enough to have them present than they should let the ED go. If they trust the ED, what is it they would want to say without the ED present? The only time I can see an executive session is once a year when a report on the ED's evaluation and a recommendation for a compensation package is made. And please talk to the ED right after that session concludes!!! Treat the ED as you would like to be treated. NO one wants to live guessing what was said about them.

    Jan 15, 2013
  • Anonymous

    Who should have access to minutes from an Executive/Closed Board session? Should the Executive Director be given access to such minutes and should such minutes be filed separate from other board minutes?

    Apr 12, 2013
  • Anonymous

    My non-profit just went through an executive session meltdown. The board started the executive session to discuss one item and ended up on a completely different topic that included a major management re-structure. There was no communication with the existing management for over a month, leading to complete meltdown of the once stable organization. It is pretty frightening when a group of volunteers with limited understanding of governance or the organization comes close to destroying that organization. It is clear to me now that every non-profit needs to have clear governance policies relating to executive sessions, and some kind of formal training for board officers in appropriate board behavior as it relates to executive sessions. Once the trust is broken, then either the board has to change or the executive leadership has to change. Luckily for our organization, it was the board president who resigned.

    Apr 17, 2013
  • Anonymous

    Are minutes taken at a closed/executive open to the public?

    Apr 30, 2013
  • generally no minutes are taken at an executive session.

    May 01, 2013
  • Anonymous

    Can you have your board meetings closed to members,

    Jun 12, 2013
  • What do your bylaws say?

    Jun 12, 2013
  • Anonymous

    It doesn't say anything just when they will be held

    Jun 12, 2013
  • Anonymous

    This is a great article I plan to share with my Board.

    Apr 22, 2014
  • Anonymous

    How do you all keep minutes from executive sessions? Obviously I (as the ED) shouldn't see all the gory details, but the organization needs to be keeping track of decisions made, votes taken, upcoming issues of concern, etc. Thoughts?

    Jan 22, 2015

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