Should the Board Hold Executive Sessions?

Board Café

Should the Board Hold Executive Sessions?


The Electronic Newsletter Exclusively for Members of Nonprofit Boards of Directors

A menu of ideas, information, opinion, news, and resources to help board members give and get the most out of board service. Thank you to the James Irvine Foundation and others for making the Board Café free to its 4,000 and growing subscribers.
Executive Chef / Editor: Jan Masaoka. October 13, 1998. Vol 2, No. 10

October is the spooky, scary month, so it seemed like a good time to ask the question: Should the board hold executive sessions (that is, without any staff present)? If you wanted to scare or raise the blood pressure of a group of executive directors, it would be hard to find a better question than whether their boards should ever meet without them. This month's "Main Course at the Board Café" takes on this sensitive issue. Also: thanks to all of you from the boards of All-Volunteer Organizations (AVOs) for writing and faxing in your experiences and advice. Your words of wisdom will be reflected in an upcoming booklet the Board Café is co-publishing later this year for AVO boards. Happy Halloween . . . Jan Masaoka


A lot of our nonprofit organizations make NEWS, but we don't make the newsPAPER, the evening news, or Newsweek. A new book is well worth the $19.95 it costs: Making the News: A Guide for Nonprofits and Activists. The 37 chapters get to the real questions: How to Write a News Release, How to Handle Unsolicited Media Attention, How to Stage a Media Event, How to Generate News Coverage WITHOUT Staging a Media Event, How to Publish a Letter to the Editor, etc. By Jason Salzman, Westview Press; 800-331-3761 (Harper Collins distributes). (Thanks to Kim Klein and the Grassroots Fundraising Journal for drawing our attention to this terrific resource.)


If your organization's fiscal year ended July 30, your Federal Form 990 is due by December 15 (if your organization typically has gross income of $25,000 or more). The penalties for late filing are pretty stiff, so either get to work on it or file for an extension if you haven't already done so. The blank forms and instructions are available at all federal offices. For a copy of the Board Café's article from April on "Six Things the Board President Should Check Before the 990 is Filed," fax us your fax number and we'll fax it to you, or you can visit it on the Board Café's website: <>


When we ask board members how they learned how to be effective board members, they usually scratch their heads and say something like "I went to board meetings and watched how people did things." Here's a better idea from the California Land Trust: they asked each board member to answer the question: "What do you wish you had known when you first became a board member--that you were never told-- but would have made a difference in your understanding of this board's work?" They then compiled the answers into a Welcome to Our Board sheet for new board members. This is a fun idea that can be done quickly at a board meeting and reminds people of how hard it is to be new. (Thanks to Antoine Moore, a board member of the California Land Trust, for this idea.)


Is your board looking for a new executive director, or is the organization seeking a new development director, bookkeeper, or receptionist? Opportunity NOCs (Nonprofit Organization Classifieds) is a national on-line "want ads" for jobs in the nonprofit sector. Links to printed versions for Atlanta, Boston, Dallas, Los Angeles, and San Francisco. Fees to post jobs, but not to view. <>

This Issue's "Main Course at the Board Café":


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.


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