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When a board needs to discuss the CEO’s performance, address pending litigation, or work through a whistleblower complaint, the presence of staff, advisors, and guests in the room can change the conversation for the worse.
Directors weigh their words differently when the subject of their evaluation is in the room, or when legal exposure means certain things cannot be said in front of people without privilege. The result is a board that cannot do its job fully in open session.
An executive session solves this by creating a private space within the board meeting itself — a closed portion restricted to voting directors only, when sensitive matters can be addressed with the candor and confidentiality the situation requires.
Many boards use it inconsistently or without a clear process, which creates its own risks. Used well, the executive session strengthens board oversight and protects the organization. Used poorly, it erodes transparency and invites serious governance liability.
This guide covers when to call an executive session, how to run it properly, and what to document afterward.
What is an Executive Session?
An executive session is a portion of a board meeting restricted to voting directors only.
It’s not an independent meeting. Rather, it occurs during a routine or special board meeting, typically at the end of the regular meeting.
The organization’s bylaws and open meeting laws dictate how executive sessions are held. Additionally, Robert’s Rules of Order makes clear that executive sessions may be held by a majority vote and matters discussed during the session are to remain confidential unless the board votes to disclose them.
When to Hold an Executive Session
Not every board meeting requires an executive session, but some discussions are best handled behind closed doors. Executive sessions are most commonly used when directors need to address sensitive topics such as executive performance, legal matters, succession planning, conflicts of interest, or board dynamics.
Understanding when an executive session is appropriate (and when it isn’t) helps boards maintain a level of transparency while protecting confidential discussions.
Common Triggers
The most common reasons for holding an executive session in a board meeting center around confidentiality. Examples of executive session topics include:
- A CEO or executive director’s performance review (allowing a board meeting without the CEO)
- Setting, adjusting, or benchmarking executive compensation
- Legal matters, including pending litigation, regulatory investigations, and attorney-client privileged discussions
- Board self-evaluation results and governance concerns
- Personnel matters, including hiring, discipline, or termination of senior staff
- Real estate transactions or negotiations where premature disclosure could harm the organization
- Conflict of interest discussions involving a specific director or officer
- Whistleblower complaints or ethics investigations
When Not to Use Executive Session
It’s crucial to avoid using executive sessions in a way that reduces transparency or promotes unfairness in board practices. Public or nonprofit boards should not use an executive session for the following situations.
- Avoiding transparency on matters that the full board should deliberate openly
- Excluding a director without cause
- Using the session as a workaround for a difficult conversation that belongs in the regular meeting
- Routine operational updates that don’t require confidentiality
Who Attends an Executive Session?
All voting members are required to attend executive sessions, unless a specific director has declared a conflict of interest with the items being discussed.
The board chair presides over the session, unless the chair is the subject of the discussion, in which case an independent lead director will preside.
In some cases, other individuals are invited to join. For example, legal counsel may be invited (invoking the attorney-client privilege) if the session involves legal advice.
Who Does NOT Attend?
Board members and other board meeting attendees have distinct roles and responsibilities. Generally, anyone who is not a voting director is excluded from a closed session. This includes:
- CEO or executive director (unless specifically invited)
- Staff members, including senior leaders
- Board advisors, observers, and guests
- Committee members who are not voting directors
How to Run an Executive Session
Hosting an effective executive session requires following a defined procedural sequence. Unless your bylaws specify otherwise, a closed session moves through these five important steps:
1. Include it on the Agenda in Advance
When building a board meeting agenda, add the executive session as the final item. The notation doesn’t need to name a specific topic — its purpose is simply to signal that a closed session may occur so directors can plan accordingly. If an unexpected issue arises during the meeting that warrants a closed session, any director may raise it through a motion even without prior notice on the agenda.
2. Make the Motion
Even when an executive session appears on the agenda, a formal motion is required before the board can enter one. Any director may make it. For example, “I move that the board enter into executive session to discuss advice from legal counsel.” The motion must then be seconded and approved by majority vote before the executive session can begin.
3. Clear the Room
Once the motion passes, the board chair asks all non-directors to leave. If legal counsel or another specific person has been authorized to attend, that should be stated in the motion itself or announced before the room clears, so there’s no ambiguity about who stays and who goes.
4. Conduct the Executive Session
The board chair opens the session by establishing its scope and discussion should remain focused on the stated purpose. Because what’s said in executive session is confidential, boards generally avoid taking formal votes on substantive matters during the closed session unless bylaws explicitly permit it — decisions are typically brought back to open session for the official vote. Directors are expected to keep the contents of the discussion confidential after the session ends.
5. Return to Open Session and Record the Action
When the session concludes, the chair makes a motion to return to the regular meeting. That motion is recorded in the meeting minutes along with any formal decisions that arose from the session — such as a compensation approval — that were subsequently voted on in open session.
How to Record an Executive Session
The executive session should be recorded in the meeting minutes, specifically, the motion to enter, vote, and the motion to return to open session. The confidential discussion itself does not appear in the regular minutes, but any formal votes taken after the board returns to open session are recorded in full, including vote counts.
What boards should maintain separately are confidential executive session notes, stored securely and accessible only to directors. These notes aren’t a verbatim transcript — they’re a governance record that captures the date, who was present, the general topics discussed, any decisions or direction given, and who took the notes. That level of documentation protects the organization without exposing privileged deliberation.
Executive Session in Nonprofit Boards
Nonprofit boards use executive sessions for many of the same reasons corporate boards do — CEO performance reviews, compensation decisions, legal matters, and sensitive personnel issues — and the procedural rules are largely the same. One important distinction is that state open meeting laws, which require public bodies like city councils and school boards to conduct most of their business in public, generally do not apply to private nonprofit boards, giving them more flexibility in how and when they close a session.
One area where nonprofit boards frequently rely on executive session is audit committee work. When the audit committee meets with the external auditor to review financial findings, doing so without management present allows for a more candid exchange — auditors can surface concerns directly to the board without the filter of the staff they’re evaluating.
Improve the Executive Session Effectiveness
The confidentiality that makes executive sessions valuable is only as strong as the systems used to manage them. When closed session materials — compensation data, legal memos, personnel files — are distributed by email, the board loses control the moment someone hits forward. When executive session notes are stored alongside regular meeting minutes in a shared folder, access controls collapse. And when there’s no audit trail of who viewed that, organizations have no way to demonstrate proper governance if a decision is ever challenged in litigation.
Board portal software addresses all three gaps in one place. OnBoard keeps executive session materials in a separate, access-restricted environment so only the directors who need a document can reach it — no inbox copies, no stray downloads, no version confusion. Role-based permissions let administrators draw a clear line between what’s available to the full board, what’s restricted to specific committees, and what’s designated for closed session only. And every access event is logged automatically, giving the organization a complete, timestamped audit trail without any additional administrative work.
Discover how OnBoard helps keep sensitive board communications secure — schedule a demo.
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Frequently Asked Questions
What is an executive session in a board meeting?
An executive session is a closed portion of a board meeting restricted to voting directors only and requires staff and guests to leave the room. The practice is used for sensitive discussions that require confidentiality. The content of the session isn’t recorded in regular meeting minutes.
Who can attend an executive session?
Voting directors are the only board members who can attend an executive session. Legal counsel may be invited when the session involves legal advice, and in some situations, the CEO may be invited for a portion at the board’s discretion. All other staff, advisors, and guests must leave.
Does every board meeting need an executive session?
No, executive sessions are called when there is a specific need for confidential discussion. However, some boards hold a brief standing executive session at the end of every meeting to normalize the practice and reduce the impression that something is wrong when one is called.
What topics are discussed in an executive session?
Topics discussed in an executive session are confidential matters that fall outside the scope of routine business that belongs in the open meeting. Common topics in board executive sessions may include CEO performance and compensation, legal matters, personnel issues, board self-evaluation results, conflict-of-interest discussions, and sensitive negotiations.
How is an executive session recorded in the minutes?
The motion to enter executive session, the vote, and the return to open session are recorded in the regular minutes. The discussion itself is not included. However, many boards keep separate confidential executive session notes that capture what was discussed and any direction given. These notes are stored securely with restricted access.
Is an executive session the same as a closed meeting?
In practice, an executive session and a closed meeting are identical. Both refer to a meeting or meeting segment restricted to board members only. “Closed session” and “in camera” are also common synonyms. However, closed sessions held by public bodies (school boards, government agencies) are governed by open meeting laws. Private boards and nonprofits aren’t subject to those statutes.
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.
