Reading Time: 7 minutes
The board reaches the agenda item marked “Executive Session.” Guests leave the room, management steps outside, and the doors close. What follows is one of the few moments in governance where directors can speak candidly about sensitive issues without worrying that confidential information will become public.
A closed board meeting (also called an executive session) is a private meeting reserved for board members and other authorized participants when confidential matters require discussion. Boards use closed sessions to address issues such as executive performance, legal strategy, personnel decisions, and succession planning, matters where privacy protects both the organization and the people involved.
Although the discussion is confidential, the same governance process still applies inside the room. Most of the same rules that apply to regular board meetings still apply inside a closed session. Understanding when a closed board meeting is appropriate, and how to conduct and document one properly, helps boards protect sensitive information while maintaining strong governance.
What is a Closed Board Meeting?
A closed board meeting is a board meeting that is open to board members and essential personnel only. Other names for this meeting are:
- Executive meeting
- In-camera meeting
- Closed session
Closed sessions board meetings can be arranged in two different formats. The first one is a fully closed meeting where only board members and essential personnel participate from the beginning. The second form is a hybrid meeting. It happens when only one part of the session is closed.
Keeping that access limited to board members and essential personnel only is easy to say and harder to enforce once materials leave the room. A board portal applies the same restriction to the documents themselves: closed-session agendas, materials, and minutes can be walled off from the rest of the board record, visible only to the people who were actually there in the meeting.
When Should a Board Go Into Closed Session?
Executive sessions are the exception. Only a few issues should warrant one of these meetings. Common reasons include:
- Legal matters: Discussions involving pending or potential litigation, legal strategy, or advice from the organization’s attorney.
- Executive performance reviews: Evaluating the CEO or other senior executives.
- Executive compensation: Salary adjustments, bonuses, equity awards, and employment agreements.
- Senior personnel matters: Hiring, termination, disciplinary actions, or succession planning involving senior leadership.
- Mergers, acquisitions, and strategic transactions: Negotiations involving acquisitions, partnerships, or other material business transactions.
- Whistleblower complaints and ethics investigations: Sensitive investigations that involve confidential information and protect everyone involved.
- Real estate transactions: Discussing property purchases or sales before negotiations, which could affect pricing or weaken the organization’s position.
As a general rule, if directors struggle to explain why an agenda item requires confidentiality, it probably belongs in the open portion of the meeting.
How to Run a Closed Board Meeting
A closed board meeting follows the same governance process as any other board meeting. The difference is who may participate.
1. Confirm Authority and Notice Requirements
Before scheduling a closed session, confirm that the organization’s bylaws or governing documents allow it. Private organizations usually have flexibility, while public boards have less room for maneuver.
Provide directors with proper notice before the meeting. It should explain the general purpose of the executive session without revealing confidential details.
2. Build and Distribute the Agenda
A well-built board meeting agenda prevents confidential conversations from expanding into unrelated topics. It should:
- Identify which items require discussion and which require board action.
- Separate open-session and closed-session agenda items (if both occur during the same meeting)
- Be distributed with supporting materials about five to seven business days before the meeting. Sending documents only 24 hours beforehand leaves little time for directors to prepare.
A well-organized agenda also helps the chair manage the transition between the open and closed portions of the meeting.
3. Open the Closed Session Formally
If the board follows Robert’s Rules of Order, entering executive session requires a motion, a second, and approval by a majority vote.
Once the motion passes, the chair announces who may remain in the room. This usually includes directors and, when appropriate, legal counsel or other individuals whose expertise is needed for a specific agenda item.
Everyone else leaves before confidential discussions begin.
4. Conduct the Meeting
Once the executive session starts, normal board meeting procedures continue to apply. Quorum requirements, motions, voting procedures, and other governance rules remain the same.
Keep discussions limited to the approved closed-session agenda. Expanding into unrelated business creates unnecessary board governance risks.
Unless legal counsel approves it and all participants consent where required, avoid audio or video recording the meeting. Sensitive conversations should be documented by board meeting minutes.
5. Take and Manage Closed Session Minutes
Executive sessions still require board meeting minutes. They should include:
- Meeting date and time
- Directors and approved attendees
- General topics discussed
- Motions, votes, and resolutions
- Time the executive session began and ended
The minutes shouldn’t include detailed legal advice and attorney-client privileged discussions. They also can’t record negotiation strategies that could compromise litigation or ongoing transactions.
You must store closed session minutes separately and provide access to authorized members and personnel only.
6. Return to Open Session and Report Out
When the confidential discussion concludes, the board should formally vote to end the executive session and return to the open meeting.
The chair may then summarize the session at a high level by announcing any actions taken or decisions approved without revealing confidential discussions.
Public boards may also have additional reporting requirements under applicable open meeting laws.
Closed Board Meeting Minutes: Special Considerations
Closed board meeting minutes need a special approach due to the confidential nature of the discussion. A poorly managed record can increase governance risks and complicate litigation or regulatory reviews.
Who Should Take the Minutes?
The board secretary usually prepares the minutes. If necessary, another authorized individual can act as the note-taker. However, legal counsel shouldn’t take the minutes when actively participating in attorney-client privileged discussions.
How Long Should Closed Session Minutes Be Kept?
Every organization should have a documented record retention policy. As a best practice, many organizations retain closed session minutes for at least seven years. However, legal requirements usually vary by jurisdiction.
Public companies may also need to follow applicable SEC record retention requirements. When in doubt, confirm the retention period with legal counsel.
Who Should Have Access?
Access to executive session minutes should be limited to board members and other authorized individuals. Many organizations store them separately from regular board minutes or place them in a restricted section of their board portal.
To preserve confidentiality, closed session minutes are typically approved during the board’s next closed session rather than in an open session.
How Board Portal Software Supports Closed Sessions
Some of the biggest governance risks happen before and after the closed board meeting itself. Running a closed session becomes much easier when confidential information stays protected throughout the process.
Sending executive session materials by email creates unnecessary risk. Messages can be forwarded, and attachments downloaded. Meanwhile, there is often no reliable record of who accessed confidential documents.
A board portal helps limit access to authorized individuals and protects sensitive materials throughout the meeting lifecycle. Other benefits include:
- Version control: A board portal keeps everyone working from the latest version while allowing administrators to notify directors when updates are available.
- Complete audit trail: Admins can see who viewed meeting materials and whether participants reviewed the board package before the meeting.
- Separate records: A board portal makes it easier to separate executive session records from regular meeting materials
A high level of organization and access control reduces governance risks and simplifies closed board meeting operations.
Frequently Asked Questions
What is the difference between a closed board meeting and an executive session?
A closed board meeting and an executive session generally refer to the same type of confidential board discussion. “Executive session” is more common in U.S. corporate governance, while “closed session” and “in-camera meeting” are also used in public and Canadian or UK governance contexts.
Are closed board meetings legal?
Closed board meetings are generally permitted when an organization’s governing documents and applicable laws allow them. Private boards typically have broad authority to hold closed sessions, while public boards must comply with open meeting laws, which vary by jurisdiction.
Do closed board meetings still require minutes?
Yes, closed board meetings should still be documented with minutes. Closed-session minutes should record the date, attendees, general topics discussed, motions, votes, and other required actions without including confidential legal advice or sensitive details. Access should be restricted to authorized individuals.
Who can attend a closed board meeting?
Only board members and individuals specifically authorized by the board should attend a closed board meeting. Depending on the topic, authorized participants may include legal counsel, the CEO, or other individuals whose expertise is needed. Other participants should leave before the confidential discussion begins.
How long should a closed board meeting last?
A closed board meeting should last only as long as necessary to address the specific confidential matters on the agenda. There is no standard duration, and longer sessions can increase the risk of unrelated or inappropriate topics being discussed.
Can a board vote in a closed session?
Yes, a board can generally take votes or other formal actions during a closed session when permitted by its governing documents and applicable law. Those actions should be documented in the minutes, and public boards may need to report the outcome when they return to an open session.
What happens if open meeting laws are violated?
Violating open meeting laws can have serious consequences for public boards. Depending on the jurisdiction and the nature of the violation, consequences may include invalidating decisions, civil penalties, or reputational damage. Boards should consult applicable laws and legal counsel when determining when a closed session is permitted.
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About The Author
- Gina Guy is an implementation consultant who specializes in working with nonprofit organizations get the most from their board meetings. She loves helping customers ease their workloads through their use of OnBoard. A Purdue University graduate, Gina enjoys refinishing furniture, running, kayaking, and traveling in her spare time. She lives in Monticello, Indiana, with her husband.
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