Open process and transparent communication are essential to self-governing institutions like congregations. Board meetings are usually open to any of the members. If this happens, good hospitality and boundaries can make it a positive experience for all. But there are also times when a board may need to discuss something in private (e.g. personnel issues) in an Executive Session.
General Guidelines for Executive Sessions
For the most part, a board will go into an executive session in order to discuss something requiring confidentiality, such as personnel or legal issues.
Occasionally, during a conflict or crisis, a board may need some time for candid peer-to-peer discussion.
Executive sessions can include anyone that the board invites. No board member can be excluded from an executive session. If the minister is an ex officio member of the board, the minister would be included. However, if their is a performance or other serious concern with the minister or any board member, that person can be excluded from the executive session until the rest of the board has sorted out the concerning information.
The minutes of the meeting should reflect when and how the board went into executive session, when it ended, and what motions were approved.
Reasons for Executive Sessions
- Personnel Matters - Usually the minister is the supervisor of the staff and would handle reviews and other personnel matters. But because of the nature of relationships between program staff and congregants, the board may need to be aware of disciplinary action or termination of staff.
- Alleged Illegal Activity or Misconduct - If anyone reports suspected illegal or unethical conduct by staff or members, the board may want to meet in executive session for discussion, due process and confidentiality. If the allegations include the minister or a board member, they should be excluded from the session.
- Lawsuits - A board may meet with legal counsel in executive sessions to discuss progress, decisions, and impact resulting from lawsuits.
- Sensitive Business Transactions - If a congregation is acquiring property, negotiating major rental contracts, or considering any other actions where negotiations might be negatively impacted, the board would want to discuss them in executive session.
- Conflict - Although conflict transformation requires a lot of open communication, conflict in its early stages may need the kind of candid discussion that might only happen in executive session.
- Disruptive Persons - If the congregational leadership has a situation that has triggered the steps of the congregation's Disruptive Persons policy and has reached the point where someone needs to be asked to leave, the board would want to discuss the situation in executive session.
- Times of Crisis - A crisis can raise the anxiety of the congregation to the point where people aren't thinking clearly. Depending on the situation, the board may need to hear information that can't be widely shared, weigh options that may not be popular as well as consider what is the most faithful response. Limiting the number of people involved will help keep the anxiety of the leaders facing the crisis.
- Building Vulnerability and Trust - A board functions as a single body and needs to develop its own self-awareness and health. The board may want to schedule executive (closed) sessions to build these group skills, as a kind of mini-retreat.
What to Avoid in Executive Sessions
Executive sessions should not be used for any business that can be conducting in an open meeting. It's especially important to keep the session from devolving into complaints or gossip.
Executive sessions can raise anxiety, so it's important to avoid the perception of secrecy. Make information that you can share readily available, and -- when possible -- include the general topic of the session in the minutes.