Become a Member

Executive Sessions for Nonprofit Boards.

Many nonprofit boards include executive sessions in their board meeting agendas, and you may be wondering, ‘What exactly is an executive session?’

What Are Executive Sessions?

An executive session is a closed or special meeting-within-a-meeting where the board convenes privately to handle sensitive and confidential issues, foster robust discourse, and strengthen trust and communication. BoardSource recommends holding executive sessions at the end of every regularly scheduled board meeting.

Who Can Attend an Executive Session?

Most often, executive sessions are private meetings exclusively for board members with no staff present. However, there are occasions when the chief executive may be invited to join. Seldom, senior staff, constituents, or a professional advisor may be invited to participate for a portion of the session.

Why Are Executive Sessions Important?

  1. They assure confidentiality.
  2. They create a mechanism for board independence and oversight.
  3. They enhance relationships among board members, allowing time for deeper conversation and robust deliberation. 
  4. Additionally, they build trust between members, as well as with the chief executive and professional advisors, when they are in attendance.

Making executive sessions a standing part of your board’s agenda ensures the board is prepared to handle sensitive matters when they arise.

Subscribe to BoardSource emails for nonprofit resources delivered straight to your inbox. Manage your preferences anytime.

Subscribe to Emails

 

What Is Appropriate to Discuss in Executive Sessions? 

Executive sessions are used when a board is discussing or voting on topics that need to remain confidential.

Situations that are often handled in executive sessions without the chief executive:

Situations that are often handled in executive sessions with the chief executive

  • off-the-record discussions about what “keeps the president awake at night”
  • litigation
  • major business transactions or endeavors, such as a merger or real estate transaction
  • alleged or actual improper conduct by a board or staff member
  • crisis management

What Are Guardrails for Effective Executive Sessions?

  • Establish a board policy that specifies guidelines for the routine use of executive sessions, or the process for calling and conducting special executive sessions and issues that are acceptable for these closed meetings.
  • Ensure that all executive sessions are held for their determined purpose only. After that purpose has been met, the session should end.
  • If the chief executive is not in attendance, the board chair should inform the chief executive soon after of any specific conclusions or recommendations that surfaced during the meeting.

Should Executive Sessions Be Documented?

Yes, keep a written record of the proceedings. It is advisable to keep a written record of all executive session proceedings. While detailed minutes are often not necessary, the record should include the date, time, and place of the meeting; names of those people present; any actions taken; and any abstentions and final decisions from voting, if voting took place. These minutes are confidential and should be distributed to only those who were present in the session. If a vote was conducted, the final decision must be reflected in the board minutes.

Please note: Organizations that must follow sunshine or open meeting laws should review their state statutes concerning executive sessions.

Add Executive Sessions to Your Meetings

While they can take some getting used to, executive sessions are very helpful  for boards that need to discuss sensitive topics. Read our in-depth member resource on executive sessions today to learn more!

Not a member? Learn more about BoardSource memberships.

 

101 Resource | Last updated: August 13, 2026

Resources: Meeting, and Exceeding Expectations: A Guide to Successful Nonprofit Board Meetings, Executive Sessions: How to Use Them Regularly and Wisely