When and How to Use Executive Session at Board Meetings

Executive session is the closed portion of a board meeting where non-board members leave the room. Staff, guests, consultants, and sometimes even the executive director step out so the board can discuss specific matters privately. It is a normal, healthy part of governance — not a sign that something is wrong.

But it's also one of the most misunderstood tools a board has. Some boards never use it and miss important governance moments. Others use it too often and erode trust with staff. Getting it right requires understanding what executive session is for, who it involves, and what the boundaries are.

What executive session is for

Executive session exists so the board can discuss a narrow set of sensitive topics without the presence of people who might be affected by those discussions or whose presence might inhibit candid conversation.

The appropriate uses are specific:

Executive director evaluation. The board needs space to discuss the ED's performance candidly before delivering formal feedback. This is the single most common and most important reason for executive session.

Executive director compensation. Setting or adjusting the ED's salary is a board responsibility. The ED should not be in the room when the board deliberates on their pay.

Legal matters. When the board is receiving legal counsel about potential litigation, contractual disputes, or regulatory issues, attorney-client privilege may apply. Legal counsel may recommend executive session and may stay in the room for this discussion.

Sensitive personnel issues. Complaints about a staff member, a grievance involving the ED, or a situation that could lead to termination — these warrant private board discussion.

Board self-assessment and internal conflicts. Occasionally the board needs to discuss its own dynamics, address a problem board member, or work through a disagreement that doesn't belong in front of staff.

That's the list. It's short on purpose.

When executive session is not appropriate

Executive session is not a tool for avoiding uncomfortable conversations. If the board is discussing program strategy, budget priorities, fundraising direction, or committee structure, that discussion should happen in the open meeting — even when opinions differ.

It is not appropriate for:

Routine decision-making. If it would normally appear on the regular agenda, it does not belong in executive session. Budget votes, policy approvals, and strategic planning happen in the open meeting.

Avoiding transparency with staff. A board that regularly retreats into closed session to discuss operational matters is signaling to staff that they are not trusted. This damages the relationship between the board and executive director in ways that are hard to repair.

Discussing individual donors or community members by name. Unless there is a legal reason, this is gossip territory, not governance.

Making decisions the full group should hear. If the outcome of the discussion will directly affect staff or programs, the relevant people should be part of the conversation — not informed after the fact.

A useful test: if you would be uncomfortable explaining to the ED why this topic required executive session, it probably didn't.

Who stays and who leaves

The default rule is that only voting board members remain in executive session. Everyone else leaves — staff, the executive director, committee volunteers, guests, and any non-voting advisory members.

There are exceptions:

• Legal counsel may stay if the session involves legal matters and the board wants advice present during discussion.
• A specific board officer (like the treasurer) may be asked to stay to present relevant information before the discussion begins, then leave.
• The board chair always stays and runs the session. This is part of the chair's core responsibilities.

The ED's departure should be handled with respect. This is not a punishment. The chair should say something simple: "We're going to move into executive session now. We'll let you know when we're done." No drama. No apologies. It's routine governance.

If the executive session is specifically about the ED, they should leave before the topic is introduced. If it's about a legal matter unrelated to the ED, some boards invite the ED to stay. This is a judgment call the chair makes based on the topic at hand.

How to call executive session

There are two common approaches:

By motion. Any board member can make a motion to enter executive session. The motion should state the general reason — "I move that we enter executive session to discuss the executive director evaluation" — without disclosing sensitive details. The motion needs a second and a majority vote.

As a standing agenda item. Many boards include executive session as a recurring line item at the end of every meeting agenda. The board enters it briefly each time, even if only to confirm there's nothing to discuss. This normalizes executive session so it doesn't feel like an emergency signal when it's actually needed.

The standing agenda approach is generally better for small nonprofits. When executive session only happens once or twice a year, people read into it. When it's a regular five-minute item, nobody panics. For guidance on structuring the full agenda, see running effective board meetings.

What gets documented

This is where boards most often get it wrong. Executive session should be documented, but the documentation is limited and specific.

What goes in the minutes:

• That executive session occurred, with the start and end time
• The general topic category (e.g., "ED evaluation," "legal matter," "personnel issue")
• Any formal motions or votes taken during executive session, recorded with the same precision as regular meeting motions
• Who was present during the session

What does not go in the minutes:

• The substance of the discussion
• Individual board members' opinions or statements
• Details of legal advice received
• Names of individuals discussed (unless a formal action was taken regarding them)

If the board takes a formal vote during executive session — approving a compensation change, for example — that vote is recorded in the minutes with the motion text and result. The deliberation that led to the vote is not.

Some boards keep a separate, confidential record of executive session notes accessible only to the board chair or secretary. This is acceptable but not required. If you do this, consult your legal counsel on retention and access policies.

For a full breakdown of what belongs in meeting records, see how to write board minutes that actually protect you.

The executive director's relationship to executive session

A healthy board uses executive session to support the ED, not to work around them. The most important function — performance evaluation — is ultimately a gift to the executive director. It gives the board space to align on feedback before delivering it, which results in clearer, more useful evaluation conversations.

But the relationship sours when the board uses executive session to discuss operational decisions behind the ED's back, or when individual board members use it to air personal grievances about staff without going through proper channels.

The chair plays a critical role here. After executive session, the chair should communicate any relevant outcomes to the ED promptly. If the board discussed the ED's compensation, the chair tells the ED the result. If the board discussed a legal matter, the chair shares what the ED needs to know. Executive session creates a temporary information boundary, not a permanent one.

Common mistakes

Using it too often. If the board spends 30 minutes in executive session at every meeting, something is wrong. Either the board is discussing topics that belong in the open meeting, or there are structural problems with the board-ED relationship that executive session won't solve.

Never using it. A board that has never entered executive session is likely not doing adequate ED evaluation or is avoiding difficult governance conversations. The absence of executive session is as much a red flag as its overuse.

Using it to undermine staff. Executive session is not a venue for board members to complain about the office manager or second-guess the ED's hiring decisions. Operational management is the ED's job. If a board member has concerns about staff performance, the appropriate path is a private conversation with the ED or the board chair — not a closed-door board discussion.

Failing to communicate outcomes. The board enters executive session, makes a decision, and nobody tells the ED what happened. This creates anxiety and erodes trust. The chair is responsible for closing the loop.

Not having a clear exit. Executive session should end with a motion to return to open session. The chair confirms the time, the board reconvenes, and the regular meeting continues. Letting executive session bleed into side conversations after adjournment creates informal power dynamics that hurt governance.

Keep meeting governance organized

Executive session is one part of a larger meeting management practice. Tracking agendas, attendance, and the formal record of what happened in both open and closed sessions is easier when your tools support the structure your board actually needs. Board Manager helps coordinators manage committee meetings, record attendance, and maintain the documentation that keeps governance on track.