Tip #98 How Can Boards Use Executive Sessions Effectively and Appropriately?
First of all, what exactly do we mean by executive sessions? Executive sessions (referred to as in camera sessions in Canada) are special sessions of the board from which non-board members are generally excluded. Typically, the chief executive and staff members are not present for such meetings. However, on occasion, the chief executive may be invited to such meetings. Less commonly, one or more staff members or a board advisor may be invited to attend. Such meetings provide an opportunity for the board to convene in private to address issues of a confidential or sensitive nature or to engage in rigorous discussion without the presence of persons who might inhibit such discussion.
Issues that might be discussed in executive sessions include the following: performance of the chief executive, concerns about actual or alleged chief executive behavior, executive compensation, actual or pending litigation, major business transactions, discussion of financial matters with auditors, response to crises, other issues of a sensitive nature, etc.
If your board is required to follow Sunshine or Open Meeting Laws, it is important to be aware of any legal provisions in these laws pertaining to executive sessions. Such laws may specify the only reasons for which executive sessions may be used. In addition, they may prohibit actual board decisions during such sessions and may require that any board decisions related to matters discussed during executive sessions be made after the conclusion of such sessions and during regular open board meetings.
A few guidelines for use of executive sessions follow:
1. Establish a board policy regarding your use of executive sessions stating when and for what purposes such meetings are to be held and how they are to be conducted.
2. Make sure that executive sessions focus only on the purposes for which they are being convened.
3. Keep written minutes of all executive sessions. Keep such records separate from regular board meeting minutes and limit distribution of these minutes to those who have attended.
Any time regular attendees of a board’s meetings are excluded from such meetings, there is a risk that trust between the excluded attendees and the board may become strained. The board should endeavor to maintain a posture of respect towards those excluded from the executive session. To limit the potential for undermining such trust and to demonstrate respect, the following guidelines may be worth your consideration:
1. Before each executive session, make sure to communicate the purpose for this session.
2. Determine what your board will communicate to those excluded from the executive session about the matters discussed during any such sessions. Being transparent is best when possible. Of course, prudence needs to be exercised in such disclosures with due consideration given to confidentiality and the sensitivity of issues discussed.
3. Consider holding executive sessions routinely. Some boards hold executive sessions immediately before and/or immediately after their regularly scheduled board meetings. A practice of regularly held executive sessions may actually lessen negative feelings of being excluded as well as suspicions about matters being discussed. BoardSource recommends having executive sessions after each regularly scheduled board meeting.
For additional information, you may want to check out “Making Use of Executive Sessions” in Outi Flynn’s book Meeting, and Exceeding Expectations: A Guide to Successful Nonprofit Board Meetings, Second Edition. Washington, D.C.: BoardSource, 2009, pages 96-97.
FYI. While the Policy Governance® principles apply in general to board activity, I am not aware of any writings of John Carver and Miriam Carver that specifically address executive sessions. If you are aware of any instances where they do specifically address such sessions, I would appreciate it if you could let me know by responding to this email or by emailing me at jpbohley@gmail.com.
To learn more about the Policy Governance® model, please click https://www.BoardsOnCourse.com/policy-governance.