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Executive Sessions of the Board

As a former consultant, I traveled the country assisting Pregnancy Sanctity of Human Life Dept. Several questions often surfaced: “Are there times when an executive session should take place without the executive director? If the board needs to discuss something important without the E.D., is it okay? Or, should we always include him in every session?” As illustrated below, opinions vary. Some board members believe that because the E.D. is vital to the functioning of a ministry, he should always be included. Others think every board occasionally needs space to discuss vital issues.

The executive director is your lifeline to the nonprofit. As a key player on the board team, he or she knows the “ins and outs” of your organization and should always be included in the decision making process. Closed sessions without the administrator damage this sense of teamwork. Once this happens, communication suffers-and ultimately, the nonprofit suffers along with it. To be effective, the board team must work and stand together, which means that everything must be kept out in the open.”
-The Board Member Manual, Aspen Publishers.

Some board members make mountains out of molehills when they do not have a chance to voice their concerns. Often these concerns have to do with staff actions. We think all boards deserve a regular opportunity to speak frankly without staff or guests present. The best way to defuse misunderstandings or head off a problem before it becomes serious is to provide a routine time for the board to meet alone. Usually an executive session works best as the last agenda item… Staff should not feel threatened.”
–Nonprofit Board Answer Book, Board Source Publishers

So, what’s the best answer? Can an executive session occur without the ED? Generally, I advise executive sessions only be used when issues directly impact executive areas (salary, discipline, evaluation) or when issues concerning a board member (discipline, personal issues, etc) need to be discussed.

The ED is an ex-officio member of the board and is expected to have the “big-picture” of the organization. In general, decisions made without the input of the ED are often made without complete information, vital to resolution. In short, provide as many opportunities for open communication as possible and limit those areas that can create a perception of secrecy. Open communication, including areas of dissatisfaction, need to be brought to the ED’s attention, as it is usually his responsibility to correct these problems. Unless the ED is aware of what bothers the board, he can’t provide a solution.

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