Most boards discover executive sessions in an awkward moment. A sensitive personnel issue comes up, or the executive director's compensation is on the agenda, and someone suddenly asks, "Should staff step out for this?" The answer is often yes, but boards that only use executive sessions in a panic tend to use them badly.
An executive session is simply a portion of a board meeting closed to anyone who is not a voting board member (and sometimes not even to certain board members). Handled well, it is a routine tool for candor. Handled poorly, it breeds suspicion, damages the board-executive relationship, and can create legal exposure. Here is how to get it right.
What an executive session is (and is not)
An executive session is a formal, minuted part of a meeting during which the board excludes staff, guests, and sometimes the executive director. It is not a secret meeting, a hallway conversation, or a way to make decisions off the record.
A few clarifications that trip boards up:
- It happens inside a properly noticed meeting. You cannot escape open-meeting or notice requirements by calling something an executive session.
- It is still governed by your bylaws. Quorum and voting rules apply.
- It is documented. You record that the session occurred, who attended, the general subject, and any votes taken. You do not transcribe the discussion.
- It is not a substitute for transparency. If most of your real business happens behind closed doors, you have a governance problem, not a confidentiality one.
When executive sessions are appropriate
The test is whether the topic requires genuine confidentiality or the frank participation of directors who would be constrained by an audience. Common legitimate uses include:
- Executive director performance and compensation. The board evaluates and sets the pay of one employee: the ED. That conversation should not happen with the ED's staff (or the ED) in the room.
- Personnel matters that reach the board. A serious complaint, a whistleblower report, or litigation involving an employee.
- Legal matters and pending or threatened litigation, especially when legal counsel is present and privilege matters.
- Real estate or contract negotiations where public discussion would weaken the organization's position.
- Board self-assessment or conflicts of interest, where directors need to speak candidly about their own performance or a colleague's conflict.
A useful gut check: if the topic involves a specific individual's employment, pay, or misconduct, or the organization's legal position, an executive session is likely warranted.
When they are being misused
Watch for these warning signs:
- Program strategy discussed in closed session for no reason other than not wanting staff to hear it. That erodes trust fast.
- Recurring, open-ended executive sessions with no stated purpose. "Let's clear the room" as a habit signals a board that is uncomfortable being watched, which is its own red flag.
- Decisions made and not reported out. If the board acts, the action belongs in the minutes and, where appropriate, gets communicated to the ED.
- Using the session to circumvent a director you disagree with, or to build an informal coalition. That is not confidentiality; it is politics.
Where the executive director fits
This is the question that causes the most anxiety, so be explicit about it.
Most of the time, the ED should be present for executive sessions. The ED is the board's key partner and often has essential context on legal, personnel, and strategic matters. Routinely excluding the ED signals distrust.
But there are moments the ED must step out:
- When the board discusses the ED's own evaluation or compensation.
- When the board discusses a complaint or allegation against the ED.
- When the board needs to talk candidly about its own working relationship with the ED.
Handle these transitions with respect and predictability. A healthy practice: build a brief board-only session into the end of every meeting as a standing item, so its use is never a surprise or an implied accusation. When it is routine, the ED is not left wondering what went wrong the one time it happens.
How to run one well
Good process protects everyone. A workable sequence:
- Motion and vote to enter executive session. The chair states the general purpose (for example, "to discuss a personnel matter") without disclosing confidential specifics.
- State who stays and who leaves. Be clear and unhurried. If the ED is stepping out, thank them and give a rough sense of timing.
- Keep it focused. Discuss only the stated topic. Drifting into general business defeats the point and invites suspicion.
- Take any formal votes inside the session if required, and note them for the minutes.
- Vote to end the session and return to open meeting. Ratify any actions that need to be part of the public record.
- Report out appropriately. The chair (or designated board member) tells the ED what they need to know, especially any decisions or expectations that affect their work.
Documenting without over-documenting
Minutes for an executive session should confirm that it happened and what was decided, without recording the deliberations. A simple entry:
The board entered executive session at 7:15 p.m. to discuss a personnel matter. Present: all directors. The board returned to open session at 7:40 p.m. Upon return, the board voted to approve the executive director's compensation for the coming fiscal year as recommended by the compensation committee.
That is enough. You have a record of the action and the process, but not a transcript that could be discoverable or hurtful if it surfaced later.
Know your state's rules
Most private nonprofits are not bound by open-meeting laws, but there are important exceptions. Nonprofits that receive significant public funding, quasi-governmental entities, and organizations in certain states or sectors may be subject to sunshine or open-meeting statutes that dictate when and how you can close a meeting. If any of that might apply to you, confirm the requirements with legal counsel and reflect them in your bylaws and meeting practices.
The trust equation
Executive sessions work when they are predictable, purposeful, and rare enough to feel significant but routine enough to feel normal. The paradox is that the boards most trusted by their staff are often the ones that use executive sessions confidently and openly, because everyone understands the rules of the game.
The goal is not secrecy. It is the ability to have the handful of conversations, about the ED, about legal risk, about the board itself, that genuinely require a closed door, while keeping the vast majority of the board's work in the open where it builds credibility.
The takeaway
Treat the executive session as a defined governance tool, not an emergency escape hatch. Build a short board-only session into every meeting so its use is never a signal of trouble, name the purpose whenever you close the door, keep the ED in the room except when the topic is the ED, and document the fact and the decisions without transcribing the debate. Used this way, executive sessions strengthen trust rather than draining it.