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Don't Abuse Executive SessionsAs with many practices that are not fully understood, executive sessions can cause consternation. And, as with practices that are not completely open, they have the potential for misinterpretation and misuse. When not well managed, executive sessions can fuel problems, ranging from a lack of transparency and disregard for public accountability to inappropriate board member behavior and distrust between board and staff members. But, they need not.
Executive sessions are one of many valuable tools nonprofit boards can use to strengthen governance and organizational leadership. They create an environment for important conversations among board members, sometimes alone and sometimes with the chief executive. Time spent in direct, unencumbered conversations creates stronger relationships among nonprofit leaders that can help them weather ups and downs together. A thoughtful, attentive, and even-handed board chair can be critical in managing difficult conversations.
The following guidelines can help ensure that executive sessions become a productive, rather than a dubious, practice:
- Facilitate executive sessions judiciously. Executive sessions exist for particular purposes that the board should clearly define and follow. When in executive session, stick to the issue at hand — grounded in facts and circumstances, not gossip or speculation. Do not let executive sessions be used to scheme behind the chief executive’s back, fuel rumors, isolate dissenting board members, or manipulate the results of a vote.
- Create a safe haven. Board service often requires uncompromising, independent decision making. Use an executive session to create a forum for thoughtful discussion, not to hide behind a cloak of secrecy. In the absence of staff, encourage board members to feel more comfortable asking questions, expressing doubts, and challenging assumptions. These private discussions can help nurture a robust discussion style that can spill over into the boardroom.
- Communicate, communicate, communicate. A closed door discussion provides privacy when a board needs to handle delicate matters, but eventually the message needs to be shared. Tell those being excused when, why, and how the board uses executive sessions. The board chair should clearly state when the executive session begins and concludes. After an executive session, share the results with those who need to know.
- Take action in meetings. The majority of board business belongs in the standard board meeting, regardless of the difficulty of reaching the ultimate decision. Use executive sessions for frank open conversations but, when possible, return officially to the board meeting to take formal votes. Remember, final board decisions are recorded in the minutes and shared with staff, and the results often become public knowledge when the organization takes action. A board must know how to address the right issues in the right setting with the right individuals present. A savvy board manages itself and relationships thoughtfully. It distinguishes between inappropriate secrecy and legitimate privacy. Relying on good judgment, it is able to take advantage of the seclusion an executive session provides when private communication is necessary. At the same time, knowing how not to abuse executive sessions, a savvy board manages to maintain trust and confidence in the organization’s integrity and processes.
This is an excerpt from the BoardSource white paper Executive Sessions: How to Use Them Regularly and Wisely. Read the full white paper.
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