Board Cafe: Should the Board Hold Executive Sessions?

Board Cafe

Should the Board Hold Executive Sessions?

by Jan Masaoka

An executive session is a meeting (or part of a meeting) of the board without staff present. Executive directors frequently object to executive sessions because they think that important matters necessitate input from them (and they just don't like the idea--period!).

But 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 examples follow where the board needs to gain information and hold candid discussions amongst themselves:

  • 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 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 related to lawsuits, complaints, or grievances from staff or former staff;
  • Discussions related to individual staff situations; and
  • Discussing the evaluation of the executive director with the executive director.

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.

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.

Original publication date:  10/12/1998

© 1998 CompassPoint Nonprofit Services