If and when the time comes to take executive session minutes, they must be treated separately from the minutes of the main meeting before or after which the executive session occurs. This is a type of confidential meeting that doesn't tend to involve ‘outsiders’. In this case, outsiders are considered those that aren’t members of the board, such as staff or advisors, but this can vary. However, unless explicitly stated, minutes should still be taken to keep a record of the session.
Let’s take a look at what the process is in this scenario and how executive session minutes differ from taking board meeting minutes.
What are executive sessions?
An executive session is a closed meeting of a governing body. It might take the form of a meeting-within-a-meeting but will have its own rules separate from the main meeting.
The purpose of an executive session is for the board of directors to meet privately to discuss sensitive matters. This meeting may come before, during or after a regular board meeting. The key is confidentiality because it allows the members to have an open and honest discussion.
This might include rules such as:
- Outsiders not present
- Closed sessions
- No public participation or public disclosure
- Strict confidentiality
- Minutes taken (and held) separately
As you review the information below, consider adding executive sessions to your board meeting schedules.
When are executive sessions appropriate?
Executive sessions may be more common in areas such as the senate, governmental bodies or school boards, than they are in regular business board meetings. In particular, public sessions, public hearings or committee meetings may require executive sessions more regularly. Running an executive session is appropriate in the following instances:
- Off-the-record conversations between the CEO and board members
- Corporate crisis management or emergency meetings
- Litigation and legal advice
- Attorney consultation or legal counsel
- Mergers, acquisitions or transactions
- Improper conduct and disciplinary action
- Meeting with the auditor
- Succession planning
- Personnel issues including hiring and firing
- Planning for business collapse or administration
- A conversation (excluding the CEO or president) about their performance and compensation
It’s important that there is a board policy in place for conducting an executive session as well as internal guidelines on who should and shouldn’t be involved and which topics are appropriate. This can vary between boards and businesses, depending on their structure.
How executive session minutes are different
There are a few ways that executive session minutes are different from those of regular board meetings and some ways that they are similar. Let’s explore.
|Board meetings||Executive sessions|
|The ‘right to inspect’||Members have the right to inspect the minutes of board meetings||There is no right to inspect minutes of executive sessions by those who didn’t attend, due to the confidential information involved|
|The content of the minutes||Include the deliberation and reasoning behind all motions and votes in the board meeting — but not for those in any executive sessions||Include the deliberation and reasoning behind all motions and votes in the executive session|
|The approval of minutes||Board meeting minutes can be approved (formally) at the following regular board meeting||Executive session minutes can be approved at the board’s next open meeting (by those who attended the executive session) or in the next executive session|
|The distribution of minutes||The minutes are widely distributed among the board and relevant stakeholders||The minutes are not shared with board members or relevant stakeholders|
|Listing in open meeting minutes||All are included||The contents are confidential. The general nature of an executive session should be mentioned in the minutes to all members but not the minutes of the executive session itself.|
Tips to keep in mind when drafting minutes of executive sessions
Ideally, these sessions shouldn’t be tape or video recorded. This is for liability reasons and the members in attendance should be allowed to speak freely at an executive session. Minutes should be kept as the sole record of the meeting to protect the organisation. They should be recorded separately from the minutes of the main meeting and circulated to only those who were in attendance.
Here are some tips to follow:
- Mark the minutes as ‘Executive Session’ to keep the minutes separate from those of the open session.
- Mention ‘unapproved’ on all pages of the executive session minutes to avoid confusing it for the final draft minutes.
- Number each page. On each page’s footer or header, include the board’s full name and date.
- Record the start times and end times of each executive session, including the date and location.
- Record who is in the room. If anyone should come into the meeting or leave the meeting, the times should be noted down as well as their role.
- Note the CEO, Chair or President who has called the executive session to order.
- Record all important remarks or instructions as provided by the CEO, Chair or President.
- Record all meeting agenda item topics in the order they were discussed.
- Discussions should not be recorded at length or in a conversation style. Do not attribute individuals to personal remarks or opinions, especially if they could be harmful to the business.
- Any and all final actions or outcomes should be recorded in the minutes exactly as they are presented and voted on. All final motions must be recorded in the minutes, regardless of whether they are approved/not approved, amended, tabled, or withdrawn. These votes are binding and must be recorded.
Example of executive session minutes
Here is an example of how you can take minutes from executive sessions as part of the minutes of the open or public meetings.
EXECUTIVE SESSION SUMMARY
The board met in executive session in [MEETING SPACE] on [DATE] at [TIME] and took the following official actions:
1. Personnel matters
a. Reviewed the renewal of [STAFF] 3-month contract
b. Motion raised by [CFO] to renew the contract at a rate of €300 per day until [DATE]
2. Mergers, acquisitions and transactions
- [COMPANY X] approached us on [DATE] and has requested a meeting to discuss a potential merger
b. Approval granted by [President/Chair] for [CEO] to push merger conversation
[[TIME]: CEO was asked to leave the room by [President/Chair] and did so.]
3. CEO performance review
- [President/Chair] notes that [CEO] has met performance criteria for [PERIOD]
- A quarterly bonus of €15,000 approved
- €70,000 annual salary increase approved by majority vote starting from [DATE].
[TIME] executive meeting adjourned.
How do you conduct an executive session?
To conduct an executive session, a member has to start by making a motion which then needs a second. To adopt the motion to open an executive session, a majority vote has to take place. If this passes, all non-members need to leave the meeting OR members can move into a separate space. An executive session would never include public participation.
What are the rules of an executive session?
Once a vote has passed to enter an executive session, it’s important to determine whether a quorum is present. If so, the executive session must only include those who need to be present. Minutes will be taken and notes made on discussion points and relevant votes passed.
Those in attendance of the executive session have to adhere to strict confidentiality and not share the contents of the meeting with others. The executive session minutes are then circulated only to those in attendance and are not added to the board meeting minutes, with the exception of a note that the executive session took place.
Why should executive session minutes be brief?
One of the main reasons for executive sessions to be called is that an issue needs to be discussed confidentially and dealt with quickly before returning to the main meeting. Members need the flexibility to speak openly and honestly. The minutes should cover this concisely and not be a play-by-play of what was said by whom. Detailed minutes of executive meetings may be misinterpreted and this may have legal consequences down the line.
We hope that following the advice above will help you to keep executive session minutes brief, concise and to the point.
For remote and online meetings, this can feel more difficult. But, by using Board Management Software such as iBabs, you can save hours of making notes, drafting session minutes and managing meetings when hosted online or offline. Among many other things, the platform also enables you to circulate meeting minutes safely online with the right groups.