Executive session: what it's for and how to do it right

An executive session is the part of a board meeting closed to everyone but the board — no staff, no guests, sometimes not even the executive director. It exists because a few kinds of board work genuinely cannot be done with an audience, and boards that pretend otherwise do that work badly or not at all.

It is also, used carelessly, one of the fastest ways a board can spend down its own trust. The difference is entirely in how narrowly you use it.

What belongs behind the closed door

The legitimate list is short, and every item on it shares a trait: an open discussion would harm someone or something the board is obligated to protect.

Personnel matters. A complaint about a staff member, a compensation decision, a termination under consideration. Discussing a specific person’s performance or conduct in open session is unfair to them and legally unwise for the organization.

The executive director’s evaluation. The board owes its one employee an honest annual assessment, and honesty requires the board to compare notes candidly — including the critical ones — before delivering a considered, unified message. That conversation can’t happen with the subject in the room, and shouldn’t happen in front of staff.

Litigation and legal advice. Conversations with counsel about actual or threatened litigation belong in closed session, partly for strategy and partly because discussing them openly can undermine the privilege that protects them.

Negotiations. A lease, a property purchase, a major contract still being bargained. Announcing your walk-away number in open session is a gift to the other side.

A useful test before closing the doors: can we name the specific harm an open discussion would cause, and to whom? “It would be awkward” is not a harm. “It would prejudice a negotiation” and “it would publicly discuss an employee’s performance” are.

What doesn’t belong

Everything else — which is more than boards under stress tend to remember.

The budget is not executive session material. Neither is a controversial program decision, a fee increase, a strategic pivot, or any topic that’s merely uncomfortable. The discomfort of governing in the open is not a harm to be protected against; it’s the job. A board that retreats behind closed doors whenever a topic gets hard is training itself to avoid difficulty — and training everyone outside the room to assume the worst.

One more thing that generally doesn’t belong inside: final action. The cleanest practice is to deliberate in closed session and vote in open session, so the board’s official acts stay on the record even when the reasoning was properly private. For boards subject to open-meeting laws, some version of this is typically required, not just recommended.

Entering and exiting cleanly

The mechanics matter, because a sloppy executive session looks exactly like a secretive one from the outside.

Enter by motion, with a stated purpose. Not “I move we go into executive session,” but “I move we enter executive session to discuss a personnel matter” — or pending litigation, or contract negotiations. The category goes on the record; the details don’t. Announcing the purpose is what separates a closed session from a disappearance.

Say who stays. Board members, obviously. Counsel if the topic is legal. Anyone else attends by invitation, for a reason the chair names aloud: “We’ve asked the auditor to remain for this discussion.”

Do only the stated business. Once the doors close, the temptation is to handle “one other quick thing” while the room is private. Don’t — the session’s legitimacy rests on its declared purpose, and business smuggled in alongside has no such cover.

Exit formally and come back to open session. The board returns, and any vote resulting from the closed discussion is taken there. The minutes note that the session happened, its stated purpose, and its boundaries — without recording its contents. (How that’s written up is covered in the minutes guide.)

The executive director question

Whether the ED is in or out depends on the topic. In for most closed discussions where their knowledge helps — a litigation update, a negotiation strategy. Out for anything where they’re the subject: their evaluation, their compensation, any concern about their performance.

Here’s the practical problem: on a board that almost never meets without the ED, the first time the chair says “we’d like a few minutes without staff,” the sentence lands like a fire alarm. The ED spends the drive home wondering what’s wrong — and the board, knowing that, avoids asking, which means the conversations that need to happen without the ED simply don’t.

The fix is to make it unremarkable: a standing few minutes of board-only time at every meeting, on the agenda, whether or not there’s anything to discuss. Some months it’s “anything for board-only time? No? Great.” The point is that when there is something, convening without the ED signals nothing, because it happens every month. Predictability is what keeps private time from feeling like an ambush.

The trust cost of overuse

Every executive session sends a message to the people outside it: this doesn’t concern you, and you’ll have to trust us. Used rarely and for visibly legitimate reasons, that message is easy to accept — everyone understands that personnel and legal matters need privacy.

Used habitually, the message curdles. When a board slips behind closed doors every month, the people outside stop assuming “personnel matter” and start assuming trouble — a deficit, a departure, a dispute. They’re usually wrong, but the board can’t correct them without disclosing what it closed the session to protect. Chronic secrecy manufactures suspicion out of nothing, and the board pays for it in staff morale and member confidence long before it notices the bill.

The discipline: every closed session should be able to answer why this, specifically, couldn’t be discussed in the open — and most meetings, most months, the honest answer is that nothing needed to be.

A legal caution

If your organization is subject to an open-meeting law — most public bodies are, and so are some nonprofits, including many charter schools and organizations closely tied to government — the rules here stop being best practices and become requirements: which purposes permit a closed session, what notice is required, what must be voted in open session, what records must be kept. These rules vary meaningfully by state. Check whether such a law applies to your board, and if it does, get the specifics from your counsel — once, in writing, so every future chair inherits the answer.