Open Meetings, Closed Sessions: Executive Session as a Tool
Have you ever been to an open meeting where something came out into public view that would have been better if it had been handled privately? Perhaps someone’s reputation or career was damaged before the board had time to discuss the full scope of the facts? Executive sessions are designed to handle such matters. When you know how and when to use it, executive session is a valuable tool that benefits the board and management equally.
Public Attendance Participation at Open Meetings
Certain types of organizations allow closed meetings which means that only their members are allowed to attend. Other meetings are open meetings for the public to attend, but they have to follow certain rules. The most common types of open meetings are city or state government meetings, school boards, and home or condo associations.
Members of the public have the right to attend public meetings, but they don’t get to speak unless the agenda allows and encourages public participation. Members of the public don’t have the right to make motions or vote. When attending public meetings, observers are expected to practice appropriate etiquette by being quiet, observant, and respectful. Disruptive attendees may be asked to leave.
The Purpose of Executive Session
Envision a situation where you know for certain that others are talking about you. Almost certainly your mind will start to wonder if they are saying anything negative, even if it’s a standard protocol, like an employment review. While it may seem like the board is hiding information during an executive session, quite the opposite is true.
Executive sessions are intended to protect the innocent and assure confidentiality about sensitive matters. The time spent in executive session is not for formal voting, rather time spent sorting things out privately. Board members don’t take any parliamentary action during executive session.
Executive session is also an important protocol for board members where they solidify their relationships with each other and with management. This protocol is also one that assures board independence and oversight.
Moving the Meeting into Executive Session
For public governing bodies, a meeting of executive session can be a pre-planned meeting, but can also take place during a regularly scheduled meeting. For nonprofit organizations, executive committees often meet anywhere from a few days to a couple of weeks before the official board meeting as a standard practice. This is a good way to fulfill the goal of enhancing relationships between board members. Making executive meetings a standardized practice also helps alleviate management’s potential worry over being talked about behind closed doors.
When a matter of a sensitive nature arises, the board may move into executive session during a regular board meeting. To do this, a member must make a motion to move into executive session. Another member must second the motion. The board should be given the opportunity to debate the motion and then the vote is taken. It needs a majority vote to pass. If the vote signals a move to executive session, all attendees except for executive committee members will be asked to leave the meeting space.
It’s worth repeating that for public governing bodies, no action is taken during executive session—only discussion to decide if a vote needs to be taken at the regular session or if information is needed for a vote. It takes another motion, second, and vote to end the executive session and return to the regular meeting. For nonprofit organizations, under Robert’s Rules of Order voting is allowed to take place during executive session.
The minutes of the executive session should only be approved in the executive session. The board meeting minutes would reflect that motions were made to enter and exit executive session and the length of time the executive session was held.
All discussions that take place during executive session should be held in the strictest of confidence. Violators can be disciplined, removed from office, or sued.
When to Use Executive Session
Open meetings are not an appropriate forum for discussing matters that people consider personal and private. A host of reasons might trigger sending a board into executive session, including:
- Employee discipline
- Employment contract
- Attorney consultation
- Key strategic moves like mergers or acquisitions
- Succession planning
- Senior staff performance
- Executive compensation
- Future retirement plans for management
- Executive performance
- Compensation review
- Personnel issues
- Peer-to-peer board discussions
In the case of public governing bodies, if a county board wanted to consult with an attorney about legal questions regarding a building and zoning matter, they could get their questions answered in a private executive session and make only their votes in public. This way they could get legal clarification privately without risk of offending anyone.
Tips for Building Trust Between Board Members and Management
There is no doubt that both public and nonprofit boards of directors will face sensitive matters. Executive sessions are the mechanism that allows them to deal with those issues thoughtfully and without public scrutiny. For nonprofit organizations, here are some tips to reduce any resulting anxiety or tensions that cause interference between the board managers:
- Hold executive committee meetings every time there is a regular board meeting
- Invite the chief executive to sit in for part of the executive committee meeting
- Board chair should keep executive sessions on topic and avoid gossip
- Provide a summary of the executive meeting and offer it to the chief manager as soon as possible
Final Thoughts on Executive Session
Executive sessions should be used thoughtfully. They should never give the appearance that the board is doing something behind the backs of management, the public or other stakeholders. When executive session is used on a regular basis for nonprofit organizations, it creates an atmosphere of acceptance by everyone involved. When executive session is used by public governing bodies carefully and meaningfully as a means of managing crises and unforeseen circumstances, it demonstrates that public boards are dedicated to solving sensitive matters properly while still providing needed transparency for the public.