The Problem With Executive Sessions

With no warning, the board decides to go into Executive Session. The Executive Director is asked to leave the room. An hour or more goes by, but to the ED it seems much longer. When it’s over, the ED isn’t told what was discussed.

Have you ever seen this happen? I sure have.

There’s little that does more to kill trust between the staff and board than poorly conceived executive sessions. In this video, I discuss a better approach.

Video Transcript

Greetings. Today I’d like to help you build greater trust between board and staff by focusing on one of the times of greatest tension in this relationship. When boards go into what is known as “Executive Sessions.” These are those pesky times when the board excuses all the staff and decides to have a conversation they believe is important to have without the staff present. Today I’m going to tell you I think these sessions are fraught with tension, all at the same time I believe strongly that they’re a key part of effective governance. I’m also going to talk about how best to use them, and I’m going to give you some advice on how to avoid the tension and increase some of the trust.

Here’s this executive director friend of mine, tells me this story. Apparently he was at a recent two day board meeting. The board decided to go into executive session. Wasn’t on the agenda at all. Told him they needed, I don’t know, maybe 40 minutes or so. He went out into the lobby, and nibbled on his fruit platter, and 90 minutes later he was still nibbling on his fruit, and also on his fingernails. The executive session was still going, and in fact it took up almost the entire morning. Now, because of this delay, my client was then called right back in, and they just went right back into the next agenda item. He wasn’t given any insight at all into what had been discussed. In fact he wasn’t given any insight on that until nearly two weeks later.

By then the damage is kind of done, right? I mean there’s this trust gap that will now have to be rebuilt. What did they talk about? What happened? What was the problem? What did the board do? That’s paranoia.

What did the board do wrong? The board made two big mistakes. One, they didn’t understand how an executive session should be used. Secondly, they didn’t communicate effectively with the ED when the session was happening, why it was happening, and some kind of a summary about what transpired. The ED is left not knowing, anxious, paranoid, and there’s a ding in the trust. Does that sound familiar? On both sides probably.

How should executive sessions be run? Well first off, we have to be clear there are actually two different kinds of executive sessions. There’s a board, plus the executive director and no other staff. Then there’s the board without the ED. Let’s do the with the ED first, okay?

I recommended there be time on every single board meeting agenda with just the ED and the board. It can be short, a quick update on staffing issues, challenges coming down the pipe, hiring a new person, update on managing somebody out, maybe an opportunity for the board to ask the ED about the morale of the staff, or even the ED’s morale.

Now, without the ED there are only very specific circumstances. The annual audit, the annual performance review of the CEO, a discussion of the CEO’s compensation, any kind of a legal issue regarding the CEO, and then the board can talk about it’s own practices, behaviors, and performance issues.

Now, could a board have an executive session without the ED not in those situations? Yeah, sure. But hear me out. In my experience I have seen two things to be true, we’re all about two’s today. One, there’s typically not one thing that gets said in executive session that couldn’t be said without the ED or the CEO in the room. It typically devolves into some kind of a bitch session that has to do with the staff. Which is a very poor use of time in a board meeting, and by the way, the ED is in charge of the staff if you’re lucky enough to have it, and you can check in with him or her at the review.

Secondly it’s just a poor use of time to have a board meeting while your ED is sitting out in the lobby thinking about the worst. And why shouldn’t she be? Otherwise she’d be in the room, right?

If you do have a session without the executive director, please don’t spring it on your executive director or CEO. Then bring the ED back in at the end and summarize.

I saw once a board go into an executive session that ran over time because as you know, board members sometimes, they’ve been known to like to hear themselves talk. Well anyway, they took so long that they actually just ran right to the end of the meeting. The meeting adjourns while the ED is still in the lobby, eating cantaloupe or something. They’re all leaving, “Bye, bye. Bye, so long.” The ED’s sitting there like, “Uh,” right? Nuts.

Have an executive director executive session every single board meeting. Invite just that one staff leader to talk about staffing and hiring issues, challenges, and morale.

But only have executive sessions without the executive director under those very specific circumstances that I mentioned above. When you do, make sure the ED knows about it ahead of time and is debriefed on the outcome immediately afterwards. This is really a priority in building that trust.

Tension between board and staff is a big problem because I believe, that a thriving non profit is like a twin engine jet. Each working at maximum capacity and partnership with each other. The board and staff critically need to work together to develop a relationship based on a shared vision, and based on trust. That they really need to sort of put aside this employee boss model and think about themselves as co-pilots.

Here’s what I’d like you to do. In the comments section below I’d love for you to tell me one thing you’re going to do at an upcoming board meeting, specifically designed to nurture trust between the board and staff. I’ll highlight the most interesting and creative ideas in a future post, and that way we can all learn from each other. See you soon.

Joan Garry
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Joan Garry

Widely known as the "Dear Abby" of nonprofit leadership, Joan works with board and staff as a strategic advisor, crisis manager, change agent and strategic planner. Joan also teaches at the University of Pennsylvania with a focus on nonprofit communications and leadership.
Joan Garry
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  • Britney Wallesch

    Joan, what are your thoughts about documentation in an Executive session? Is there any written record of what was discussed? Or should the regular meeting minutes reflect only that a session was held?

    • Wendy

      Great question! I support two orgs and therefore two boards and both handle it very differently. One with complete transparency, one with not much.

    • Britney. In my experience, minutes are NOT taken during an executive session. That is the point of the session. To allow for discussions to happen that should NOT be a matter of public record.

  • We are a small non-profit. As the founder, of course, the board is filled with my allies, so things happening in secret are not much of a concern. One thing we did in establishing the group was to make sure that the ED was also president of the board and then a separate chair of the board was elected to run the meetings. (In our case the one thing the chair usually does is turn the meeting over to me, but we are very small — under $300k.

    Being president in addition to ED means that I’m a member of the board which means that I’m in the room for everything, except when they talk about my performance. I am sure this is based on the size of my organization, but the total number of times my board has asked to go into executive session is zero.

    I am curious to know your thoughts on ED’s who become very involved in recruting and (almost) choosing board members. I had an ED once who said “if you haven’t brought a majority of your board on, you have work to do.”

    There was another ED who once said to me, “If you’re not having secret relationships with at least two board members who are each unaware of the other, you are not in control of your organization…..” — I’ll leave it to folks to guess who that one was from but will add it’s probably not the best professional advice.

    Like Britney, I’m also interested in wondering how these sessions should be reported.

  • Megan Donovan

    My board has a parent, volunteer or specific shareholder give a testimonial at the board meeting. They stop all business and listen. For a board who only meets quarterly, it’s a nice way to ground the meeting in the importance of our mission and the surprising outcomes and frankly, the there-by-the-grace-of-God perspective that a parent or intimate witness to the work can provide.

  • April

    Our nonprofit’s history is full of fear and disconnect between the staff and board. I am working to eliminate this and am starting by having the board sign and distribute the annual holiday bonus (typically just done by me) and bring the food (purchased), with dessert (homemade) to the staff party. The board cannot stay, but they will deliver the goodies, thank everyone, and leave so that the staff can enjoy their time free of worrying about ‘behaving’ in front of the board. It is all about baby steps and I am excited to see the changes in their relationships!

  • Benjamin Loeb

    I work with an orchestra as ED. In our admin hierarchy, the Music Director also reports directly to the board. Should the ED be asked to leave when the Executive Session focuses on MD evaluation?

  • Paul Moore

    Joan, can you please clarify this sentence for me: One, there’s typically not one thing that gets said in executive session
    that couldn’t be said without the ED or the CEO in the room. Otherwise, everything you said makes great sense to me and I do want to share it with our nonprofit clients, with attribution of course.

  • Barbara Green

    As an interim director, I have been working with my current board to clarify their roles and responsibilities and to use board meeting time more strategically. They have started to submit committee minutes rather than giving oral reports, unless there is a specific issue to discuss or a decision to be made. I also have also started submitting a monthly ED report. It seems to me that using board time to report to the board what I could write in a report is not a good use of board time. What do you think would be important enough to use board time for during the time with the ED? Thanks, Barbara