Executive session minutes: what to record

When a board goes into executive session, the regular minutes record that it happened, the general topic, who stayed, the times, and any action taken. The discussion stays out. If details need to be kept, they go in a separate confidential record with limited access.

This is general information, not legal advice. Some nonprofits, such as charter schools and other bodies covered by open-meeting laws, have stricter rules about closed sessions.

What an executive session is

It is a part of the meeting where the board meets without staff or guests, or with only the people it invites. Boards use it for the executive director's evaluation and pay, legal advice, a personnel matter, a conversation with the auditor, or a negotiation that shouldn't be public yet.

The board decides who stays. The executive director is often asked to leave for the part about their own pay and to stay for the rest.

What goes in the regular minutes

A short entry like this is enough.

The board entered executive session at 7:42 p.m. to discuss the executive director's annual evaluation. Present: all directors listed above. The executive director and staff left the room. The board returned to open session at 8:15 p.m.

Motion by A. Rivera, seconded by D. Chen, to approve the executive director's compensation for 2027 as recommended by the executive committee. Passed 8 to 0.

Name the topic in general terms. "Personnel matter" or "legal advice on a contract" is enough.

What stays out

• Who said what
• The content of legal advice. Note only that counsel advised the board.
• Evaluation comments about a named person
• Negotiating positions

The confidential record

Sometimes the board needs more on file, such as the terms of a settlement or the data it reviewed before setting pay. Put that in separate executive session minutes.

• A director takes them, usually the secretary. If the secretary is a staff member, the chair asks a director.
• They are kept apart from the regular minutes, with access limited to the board.
• Under Robert's Rules, they are approved in executive session, not in the open meeting.

For a pay decision, record what the board looked at. That sentence isn't confidential, so it can go in the regular minutes with the vote. For example: "The board reviewed compensation data from three comparable organizations and the committee's recommendation." Emily Chan's guide on the Nonprofit Law Blog recommends that kind of detail for major decisions.

Taking a vote

Whether the board votes inside the executive session or after returning to open session depends on your bylaws and, for some organizations, state law. Either way the action itself goes in the regular minutes, as in the example above, unless counsel advises otherwise.

How Karma Compass helps

In Karma Compass, executive-session business is visible only to members who have executive-session access, and executive-session minutes are never emailed to the board.

See how minutes work in Karma Compass, or read what to leave out of board minutes.

Sources

• Board Meeting Minutes, Part I: Emily Chan on the Nonprofit Law Blog, on executive session and on detail for major decisions.
• Robert's Rules of Order Newly Revised, 12th edition, on approving executive session minutes.