The majority of board business should be conducted in a traditional board meeting. To address such other matters as the board deems appropriate.To consult with the auditors and compensation consultants.To discuss current pending legal matters.This includes identifying issues that are acceptable for closed meetings, such as: Some boards require that a majority or super majority confirm the decision if an executive session is requested by a board member other than the chair.Ĭonsider establishing a board policy that articulates the process for calling and conducting an executive session. Typically, the board chair has the authority to call an executive session - either on an ad hoc basis or planned by the chair and chief executive in advance and listed on the agenda. The key is to establish formal procedures for calling an executive session, clearly communicate the intent of such a session, and then appropriately document it.įollowing these simple steps can help diffuse the perception that executive sessions are convened only in times of crisis or to deal with matters involving the chief executive: Establish policy. If not handled properly, an executive session can create the notion that “something is wrong” or that the board is somehow going behind the back of the chief executive.
This helps foster a more constructive partnership be-tween the board and chief executive. Executive sessions provide an opportunity for peer-to-peer discussion of issues and concerns between the executive and board without staff present.
They enhance relationships among board members and with the chief executive. Executive sessions encourage nonprofit boards to “think for themselves” in such critical areas as determining executive compensation, evaluating senior staff performance and accepting the organization’sģ. They foster board independence and oversight. Likewise, the board and executive director may wish to hold a discussion of strategic business decisions privately - before sharing details with the organization’s various stakeholders.Ģ. For example, certain discussions with legal counsel are subject to attorney-client privilege. Some organizational matters legitimately require confidentiality. Properly called and conducted, executive sessions serve three core functions:ġ. When an executive committee meets, it is not called an executive session. It’s important to note that an executive session is different from a meeting of an “executive committee.” Usually composed of the chief executive, officers and committee chairs, an executive committee typically meets only in emergencies, although some meet more regularly and are charged with handling business between regular board meetings.
#Special session definition professional#
Outside advisors (e.g., lawyers, auditors, consultants) may also be invited to issue findings or provide professional guidance. Others, such as the chief executive and/or select senior staff members, may be invited to join for part or all of the session. It may take place before, in the middle or at the end of a regular board meeting.īoard source (formerly the National Center for Nonprofit Boards) notes that, by definition, an executive session is exclusive to board members. Managed appropriately, however, executive sessions are a vital part of the board process.Īn executive session is essentially a meeting-within-a-meeting - a special closed session of the board in which more candid, confidential conversations can take place. A private conversation among board members seems to fly in the face of the openness and transparency expected of today’s nonprofits.
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