Having served as a member of, and even the president of, several nonprofit boards over the years, I have developed a healthy respect for the option to hold an “executive session” at the conclusion of every board meeting.

Why is executive session important?

As Joan Garry, consultant to the nonprofit community often reminds us, “Used judiciously, executive sessions are an important tool in board governance.”

While all too many believe that the only reason a board of directors would go into executive session is to have the opportunity to talk more freely about the executive director or other staff, the reality is very different.

How do you define executive session?

Board Source defines Executive Session as “a mechanism for board independence and oversight.”  In other words, when an executive session takes place, it creates a specific time for the board members to discuss, strategize and confer with each other without the paid staff present. This private and confidential situation gives the trustees the chance to be comfortable voicing opinions and sharing details without worry about repercussions or misinterpretation.

Why is the concept of executive session so misunderstood?

Unfortunately, few boards consistently leverage executive sessions as a proactive approach to managing the organization. Instead, they quickly or (furtively) schedule such a session, adding it at the last minute to the agenda and thereby reinforcing the impression that there is something challenging (or “bad”) happening.  Under these circumstances, the appearance of executive session on an agenda immediately raises the hair on the back of the Executive Director’s neck. That’s because it is assumed to be an indicator that there are issues that need to be discussed when he or she is out of earshot.

Nothing is further from the truth!

Executive session, used appropriately, is a good practice to include with every board meeting. It is not a quick fix to a sticky situation or a bash session that opens the flood gates to a negative conversation about the organization’s leadership.But – what is it? It’s a strategy employed to make the organization stronger by giving the lay leadership time to fulfill their responsibilities. It is important to remember that the staff ultimately answers to the board and therefore, the board needs to have plenty of opportunities to talk freely and discharge their duties. Key topics that Joan Garry suggests can be on the agenda for an executive session include:

  • The annual audit
  • Annual performance review of the CEO or other staff
  • Discussion of CEO compensation
  • Legal issues or other concerns regarding the CEO
  • Individual staff situations
  • Board practices, behavior, performance issues

The Blue Avocado magazine for nonprofits sums it up the purpose and objectives for hosting an executive session by stating that executive session is necessary because of, “the need for a frank and informal discussion about staff performance, as well as enabling the board to develop a sense of itself.”

If you serve on a nonprofit Board, you might consider raising the idea of including an executive session at the completion of every board meeting. When this is done with regularity, the staff eventually begins to accept the fact that the session is neither intimidating nor menacing. In fact, nothing is wrong –they are not being talked about behind closed doors –the subject matter to be discussed is not threatening to them –and they will not be blamed or chastised as a result. Rather they learn to take it in stride as an accepted component of best practices for board governance.