Executive sessions are a vital tool for non-profit or public boards and leadership teams. These closed-door discussions are an important exception to Open Meeting law and allow for frank discussions on sensitive topics, fostering an open exchange of ideas and strategic decision-making. However, with great confidentiality comes great responsibility. Here are some tips and rules to ensure your executive sessions are effective and compliant:
Before the Session:
- Clear Agenda: Make a well-defined agenda that includes the precise subjects to be covered and ensure it is appropriately posted before any notice deadlines have expired. This guarantees everyone is ready and keeps the meeting on course. Missing a posting deadline or other agenda mistakes could result in making an entire meeting null and void.
- Only Discuss Permitted Topics: Not every topic is eligible for the safeguards of executive session, and violating this can create liability for the board and its members.
- Authorized Personnel Only: Restrict attendance to authorized members with direct involvement in the discussions. This promotes open conversation and protects sensitive information.
- Determine Documentation Needs: Decide if detailed minutes are necessary or if a summary of key decisions and action items will suffice. Remember, the goal is to capture essential details while maintaining confidentiality.
During the Session:
- Confidentiality is Key: Remind participants of the confidential nature of the discussions. Discourage disclosure of information outside the session.
- Open Discussion: Encourage active participation from all attendees. A chairman or facilitator should ensure all voices are heard and discussions stay productive.
- Maintain Decorum: Despite the closed nature, professional conduct is essential. Respectful debate and focus on the agenda are key to a successful session.
- Stick to The Scope on The Agenda: Topics discussed in these sessions must remain limited to what is listed on the agenda.
After the Session:
- Document Decisions: Take minutes that capture key decisions, action items, and votes (if applicable). These minutes should be distributed only to those who attended the session.
- Debrief When Necessary: If necessary, consider holding a follow-up meeting with the entire team or board to discuss important choices made during the executive session while maintaining confidentiality.
Additional Tips:
- Review Board Policies: Ensure your executive sessions comply with any relevant bylaws, board policies, or legal requirements.
- Voting and Executive Session: Generally, a board must vote to enter an executive session. Typically, the only vote allowed in the executive session itself is to leave the session and resume the open meeting. The vote to leave the session should be noted in the minutes.
- Seek Legal Counsel: Serving on a board can be challenging, and few things frustrate members more than losing valuable time and resources on improper board governance. If unsure about the legality of an executive session or proper documentation procedures, consult with your general legal counsel or non-profit attorney.
By following these tips and rules, you can ensure your executive sessions are productive, compliant, and contribute to effective decision-making within your organization. Remember, executive sessions are a privilege, and responsible use is key to fostering trust and open communication within your leadership team.
Please note: This blog post is strictly informational and does not constitute legal advice. Reach out to your attorney to see how this affects you or your organization.