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.