For most organizations, when the board enters into executive session—clearing the board room of staff—it almost always signals that something ominous is about to happen. Staff will start speculating about whether the chief executive is in trouble, and there is the usual discomfort associated with excusing people from the room, how to record what happens, and how to conduct these sessions.
But what if you made the executive session a part of every meeting? It is not as odd as it sounds. It was the standard practice during my time as a chief executive, and I’ve instituted as a regular part of our meetings on each of the boards I’ve chaired.
First, what do I mean when I say, “executive session”? Typically, most people think of executive sessions as time for the board to meet alone, without staff, to handle personnel matters impacting the chief executive, handle disciplinary matters involving board members or the chief executive, or to otherwise consider matters that the board considers of a confidential or delicate nature (discussion of salaries, lay-offs, legal issues, etc.). Viewed more broadly, executive sessions are an opportunity for board members to talk freely about topics that deserve special treatment or attention.
So why make executive sessions a regular feature of your board meetings? I think there are several benefits and opportunities here:
• I see them as a great opportunity for the board chair to ask, “So, how did we do today?” If you think of the board as a team, and you as the captain, it makes sense to assess how you performed. These conversations can be enormously helpful in shaping future meetings and can point out problems you may have missed.
• A board chair I know uses these sessions to ask the chief executive, “what keeps you awake at night?” This allows the board and the chief executive to talk in a more informal manner about issues that deserve their shared attention.
• I’ve found executive sessions to be very helpful in giving the board an opportunity to talk more openly about the chief executive or the staff (in a way that is hard to do when they are in the room). In response to my asking, “Are there any items we need to discuss regarding the staff or the executive director?” I’ve gotten responses like, “I think we need to see more of the staff in these meetings,” and “I think our executive director looks more tired than usual. I’m worried about her. Has anyone else noticed the same?” Both discussions caused us to take action that was beneficial to the organization and the individuals involved.
• It allows you, as board chair, to bring-up issues that may be of concern to the chief executive, but may be better voiced by you. For example, “As I looked at the committee reports, I worry that our committee chairs may be placing too great a burden on staff when it comes to agenda development, meeting facilitation, recording the minutes, and handling follow-up to the committee. Does anyone else share my concern?”
• Executive sessions without the chief executive demonstrate that the board is retaining a level of independence from the chief executive. In the process, the board also gets to work together in a way that can strengthen their relationships and build trust.
• By making these sessions the norm, you take away some of the drama surrounding them. If you really do need to meet to discuss a disciplinary matter or a “separation,” you aren’t automatically signaling that, “There is trouble afoot.” You’ll be less likely to feed employee gossip or tip your hand.
Because boards should do as much of their business as possible in the open, executive sessions should not be used to do the “regular” work of the board. You don’t want the executive session to serve as an opportunity to rehash decisions, resume earlier discussions, or launch into items that should be on the agenda of your next meeting. Keep the focus where it belongs.
On municipal boards and with other public entities, there may be very specific requirements that govern how executive sessions are announced, what the process is for moving in and out of them, what can be discussed, what kind of minutes are required and so on. For most nonprofits, however, no such requirements exist (unless your board has put guidelines in the bylaws or developed a policy). If you are uncertain, check with your legal counsel.
For some boards and chief executives, it makes sense to conduct the executive sessions in two stages: the first with the chief executive and the second without. This model provides the chief executive with the opportunity to bring-up matters that he/she does not want to share with the staff, and this time alone with the board can help build a sense of partnership between the board and the chief executive. After that discussion, he or she is excused and the board meets alone for a peer to peer meeting.
Having been a chief executive who had a board that made it a regular practice to meet in executive session without me, I urge board chairs to make it a standard practice to have a follow-up discussion immediately after the session (ideally before you leave the building) to convey any important messages and alert him/her to any issues raised. Even the most self-confident chief executives are sure to find it a bit disconcerting to have the board meet on its own, so a bit of reassurance after the meeting that “everything is fine” will go a long way.
I think that executive sessions can be a tremendous tool for a board chair to use, especially if you use them as a standard practice. However, do make sure that your chief executive is comfortable with this idea before springing it on him or her at the end of a board meeting. You may also want to download a copy of “Executive Sessions: How to Use Them Regularly and Wisely” from BoardSource: http://www.boardsource.org/dl.asp?document_id=555. It is a tremendous reference and will help you anticipate questions that your board members might raise.
If you would like additional information about this topic or about other board governance matters, please contact Jeff Wahlstrom at [email protected]
or (207) 992-4407.