Skip to main content
Nonprofit Boards

Executive Sessions: Ensuring Confidentiality in Sensitive Organizational Matters

By April 20, 2023No Comments

Perhaps your board has never had an executive session or perhaps it is at the other end of the spectrum and has them ALL the time. Is there a happy medium? What are the best practices surrounding executive sessions?

An Executive Session is a special meeting, usually part of the regular board meeting that enables the board to meet privately to discuss sensitive or confidential issues. Typically, executive sessions are open only to board members (no guests).  However, the Executive Director could be included depending on the topic of discussion.

Based on the closed nature of such meetings, Executive Sessions ensure confidentiality to board members as they speak freely about sensitive issues or concerns. Handled correctly, Executive sessions can strengthen relationships and increase respect amongst board members and organizational leadership.

Some situations often handled in an Executive Session include:

  • A discussion with the auditor about financial issues or practices
  • Personnel issues including the Executive Director’s annual review or compensation package
  • Any issue where confidentiality is needed.

In addition, anytime crisis situations should be discussed in an Executive Session to ensure total privacy exists. Crisis situations might include misappropriation of funds, improper conduct by the Executive Director, or a significant incident involving the organization or a constituent which could potentially impact sustainability or service delivery.

The issue being discussed will determine who does or does not attend an Executive Session. It is quite common for the board to meet without any staff present, including the Executive Director. On occasion, the situation may call for the presence of the Executive Director as well as other senior staff, advisors, etc. It should be noted, in the event a vote is taken during the session, only board members have a vote.

To ensure the importance, purpose, and operation of Executive Sessions are clearly defined and understood, board members should develop a policy and include it in the board policy manual. When holding an Executive Session, keep the conversation focused on the issue for meeting; do not allow conversations to wander. Like all board meetings, documentation is required; however due to the confidential nature of an Executive Session, conversation details can be excluded if the date, time, location, attendance, actions taken, and any abstentions during the vote are recorded. As an Executive Session, the minutes of the session are confidential and should only be distributed to those who were in attendance. The final decisions made in Executive Session should also be recorded in the board meeting minutes with a note that an Executive Session was held.

Does your organization presently use Executive Sessions? If not, prepare now for situations that may arise when they are needed. Develop a policy outlining how the session will operate so there are no questions. Let us know if we can help.


Leave a Reply