According to the definition provided in The Handbook of Nonprofit Governance (BoardSource, 2010, page 363) an executive session is “a meeting of the board to handle confidential issues; often no staff are present.” An alternative term for such a session is “in camera.” Such a session enables the board to deliberate on sensitive matters. These might include the discipline of a board member, congregational member, or a staff person, legal issues, or decisions about awarding contracts. During such sessions all staff are absent. If the matter concerns the CEO or a board member, then usually they are asked to excuse themselves as well. When someone is disqualified from the session because it is believed that they have a conflict of interest or their position hinders their objectivity, they are “recused.”
Within the context of church boards executive sessions can create considerable rancour, mistrust, and uncertainty. If a lead pastor is asked to recuse himself because the board wants to hold an executive session but the board is unwilling to share the reason for the session, the relationship between that pastor and the board will be damaged. As well executive sessions can be open to abuse, enabling the board to act secretively, when that is not necessary. There is an important distinction to be made between appropriate confidentiality and harmful secrecy. If the motivation for the executive session is secrecy, then it is not appropriate for the board to engage in such a session.
The chairperson facilitates the work of the board and this includes helping it determine when and if an executive session may be required for the board to carry out its responsibilities. “Executive sessions” are one of the tools that a board can use to work effectively. So a chairperson needs to understand their purpose, how such sessions should be minuted, and the protocols regarding who should or should not be included.
It is quite appropriate for a chairperson to ask the church board to clarify its policy regarding executive sessions. Some board members might balk at the board holding any executive sessions. However, when appropriate explanation is provided, most will support the development of a policy. Such a policy would define those matters that normally the board would deliberate in an executive session. These might include matters of staff, member or board reward or discipline, matters that involve legal proceedings (civil or criminal), or financial, personnel or contractual matters about which premature disclosure would be prejudicial.
Board discussions are always considered confidential, unless otherwise agreed by the board. It is the minutes which express the nature of the board’s decisions and deliberations. Minutes normally do not record the details of the discussion or the involvement of the board members in any particular part of that discussion. However, the minutes should enable the congregation hold the board accountable because they know enough about the board’s decisions, can evaluate the processes, and thus sustain trust in the board’s leadership. Secrecy conversely seeks to shield from appropriate scrutiny, to prevent accountability, and to manipulate process.
Some suggest that church boards should build short executive sessions into every meeting to give the board members opportunity to share frankly, in the absence of staff, concerns or issues they may have. Others advise that executive sessions should be scheduled two or three times a year to preclude the sense that an executive session is highly unusual or to signal that there is significant trouble. They are just normal parts of board operations. However, I would suggest that executive sessions should be occasional, extraordinary, and at the call of the board members as advised by the chairperson.
It is possible to deal with many sensitive issues by asking a board member with a conflict of interest or the lead pastor (in the case of salary discussions) to recuse themselves from the discussion. However, this is not have to be an executive session. The decision of the board will be minuted in the normal way. Even when the board is discussing the annual evaluation of the lead pastor there is no need for an executive session, if the process is fair and the evaluation is linked specifically with the organization’s performance. Accountability is most effective when transparency is operative.
When an executive session occurs, the minutes should be kept separate from the minutes of the normal board deliberations. Usually the secretary of the board will maintain such minutes securely and confidentially. The board needs to approve these minutes as they do all minutes.
Should the church board consider it necessary to hold an executive session in order to discuss some matter relating to the lead pastor, then it is important that the board instruct the chair what should be communicated to the lead pastor regarding the purpose of the session, what was discussed and the outcome of that deliberation. Without this direction the chair cannot share any information with the lead pastor. As well, communicating carefully but clearly with the lead pastor will defuse unnecessary suspicion or anxiety.
Remember that the board is responsible to make sure it has the best information upon which to base its decisions. Excluding individuals from the deliberations by means of executive session may remove vital sources of information that the board requires to make informed and prudent decisions.
How then does a chairperson decide when developing the board agenda whether a matter calls for an executive session? If policy defining the basis for executive sessions is in place, then the chair can refer to the policy and make a judgment. If there is some doubt, the board can be asked to make a decision about this matter. In the absence of policy, then prudence and common sense are the best guides. Where there is danger that a person or agency under discussion may be harmed by premature disclosure of the board’s deliberations, then probably an executive session may be necessary. Or if the chair thinks that the board may risk liability by discussing an issue, then perhaps an executive session may be in order, first to discern whether the board should discuss the issue and then to deliberate.