Executive sessions – what they are and why you should have them

A private conversation among board members seems to fly in the face of the openness and transparency expected of today’s nonprofits. Managed appropriately, however, executive sessions are a vital part of the board process.

An executive session is essentially a meeting-within-a-meeting — a special closed session of the board in which more candid, confidential conversations can take place. It may take place before, in the middle or at the end of a regular board meeting.

Board source (formerly the National Center for Nonprofit Boards) notes that, by definition, an executive session is exclusive to board members. Others, such as the chief executive and/or select senior staff members, may be invited to join for part or all of the session. Outside advisors (e.g., lawyers, auditors, consultants) may also be invited to issue findings or provide professional guidance.

It’s important to note that an executive session is different from a meeting of an “executive committee.” Usually composed of the chief executive, officers and committee chairs, an executive committee typically meets only in emergencies, although some meet more regularly and are charged with handling business between regular board meetings. When an executive committee meets, it is not called an executive session.

Strengthening Governance and Leadership

Properly called and conducted, executive sessions serve three core functions:

1. They assure confidentiality. Some organizational matters legitimately require confidentiality. For example, certain discussions with legal counsel are subject to attorney-client privilege. Likewise, the board and executive director may wish to hold a discussion of strategic business decisions privately — before sharing details with the organization’s various stakeholders.

2. They foster board independence and oversight. Executive sessions encourage nonprofit boards to “think for themselves” in such critical areas as determining executive compensation, evaluating senior staff performance and accepting the organization’s

fiscal audit.

3. They enhance relationships among board members and with the chief executive. Executive sessions provide an opportunity for peer-to-peer discussion of issues and concerns between the executive and board without staff present. This helps foster a more constructive partnership be-tween the board and chief executive.