Ever been in a meeting where things suddenly get secretive? The board chair announces an "executive session," and everyone except key decision-makers files out. It can leave you wondering:
What happens behind those closed doors?
Executive sessions are crucial for boards to discuss sensitive matters – think employee issues, contract negotiations, or potential legal problems – that shouldn't be made public. But how do we hold boards accountable even when discussions are private?
That's where executive session minutes come in.
This blog post will equip you with everything you need to know about executive session minutes.
We'll explore best practices for crafting clear and concise records, legal considerations for access and approval, and the critical role these minutes play in fostering trust and transparency within organizations.
What Are Executive Session Minutes?
Executive session minutes are a specific type of record created to document the proceedings of a closed meeting, known as an executive session.
These closed meetings are typically held by boards of directors, government bodies, or committees to discuss confidential matters that shouldn't be disclosed to the public.
The primary function of executive session minutes is to create a legal record of the session's occurrence, but they must do so without revealing too much sensitive information.
Here's a breakdown of the key characteristics of executive session minutes:
- Focus on Factual Information: These minutes primarily record factual details like the date, time, location, and attendees of the session.
- General Topic Descriptions: While topics discussed are mentioned, they are described in a way that avoids revealing specifics of the confidential information. The minutes should not include personal comments that have negative consequences for the organization or might put someone under the risk of defamation claims or being misinterpreted.
- Motion Recording: If votes or motions occur during the session, these are typically included in the minutes with some context or reasoning behind them.
- Confidentiality is Paramount: The person taking minutes has a primary responsibility to ensure the confidentiality of the discussions themselves.
Example
A school board holds an executive session to discuss a student disciplinary issue.
The minutes would state the date, time, location, attendees, and a brief description like "discussed student disciplinary matter concerning a specific student," without revealing any identifying information.
These minutes would be drafted promptly after the session, reviewed by the board chair and legal counsel, and stored securely with access restricted to authorized personnel.
Access to Executive Session Minutes
While executive session minutes don't contain the specifics of confidential discussions, they can still contain important details about the topics covered and decisions made. This information can be crucial for legal purposes and to maintain a record of the board's actions, even if the specifics remain confidential.
That is the reason executive session minutes are not typically shared with the public, as these discussions are confidential in nature. However, there may be circumstances where certain individuals or entities require access, such as:
- Law enforcement officials with a warrant or subpoena.
- Regulatory bodies with oversight authority.
- Board members or relevant personnel who need the information to perform their duties.
The specific rules around access to executive session minutes can vary depending on the organization and its location.
Executive Session Minutes Agenda Template
The core principle guiding these executive minutes is maintaining confidentiality while providing a basic record of the session.
We have drafted a template as a guide during your meeting. This will ensure that all the essential points are covered. Feel free to modify the template based on meeting requirements and attendees.
It's important to note that the specific content requirements for executive session minutes may vary depending on the organization's bylaws, state or local statutes, and any relevant open meeting laws.
Always consult with the legal counsel of the governing body to ensure compliance with all applicable regulations.
Challenges of Executive Session Minutes
Creating and maintaining accurate executive session minutes can be a complex task. Here are some of the key challenges that boards and governing bodies face:
Balancing Transparency and Secrecy
Executive session minutes need to be transparent enough to show what issues were discussed and decisions reached, but they shouldn't reveal details that could be strategically disadvantageous, legally sensitive, or a privacy concern for individuals involved.
This means finding the balance between informing those with access and protecting information that should be kept secret even within a limited circle.
Capturing Nuance in a Limited Format
Executive sessions often involve complex discussions with varying viewpoints and evolving ideas. Minutes, by their nature, are concise summaries. Capturing the essence of these discussions and decisions while remaining concise can be challenging.
Finding the right balance between brevity and comprehensiveness ensures important details aren't lost, while still keeping the document clear and focused.
Mitigating Bias and Incompleteness
The person taking minutes, whether a board secretary or designated notetaker, can introduce unintentional bias through their interpretation of the discussion. Additionally, the fast-paced nature of these sessions might lead to incomplete capture of details.
Strategies like pre-meeting preparation, utilizing recording devices for reference (with proper permission and security measures), and having another individual review the minutes can help mitigate these challenges.
Consider utilizing AI note-taking assistants like Wudpecker which automatically transcribe meetings and generate summaries. Wudpecker automates notetaking but also gives you access to the full audio recording and transcription for any fact checking.
9 Tips for Executive Session Minutes
Creating clear, concise, and compliant executive session minutes is essential for maintaining transparency and accountability within organizations that utilize closed-door meetings.
Here are some best practices to follow:
Before the Session
- Review Legal Requirements: The management team should be well-versed in the legal requirements governing executive sessions. Familiarize yourself with your state's open meeting laws and any specific organizational bylaws regarding executive sessions and minute-taking procedures.
- Develop Templates: Consider creating pre-formatted templates for executive session minutes to ensure consistency and streamline the process. These templates can include sections for basic meeting information, attendees, the purpose of the session (referencing relevant legal justifications), and a designated area for recording topics discussed and any motions/votes.
- Training for Minute Takers: Consider providing training for individuals responsible for taking minutes during executive sessions. This training can help them understand best practices for clear, objective, and compliant note-taking.
During the Session
- Clear and Objective Note-Taking: The designated minute taker should focus on capturing key points clearly and concisely, avoiding personal opinions or interpretations.
- Record Time-Sensitive Information: While the focus isn't on verbatim transcripts, consider noting the approximate time when specific topics were discussed. This can be helpful during the review process if any questions arise.
- Distinguish Between Discussion and Decisions: Differentiate between topics simply discussed in executive sessions and any formal motions made or votes taken during the session.
After the Session
- Prompt Review and Approval: Establish a clear timeline for reviewing and approving the minutes after the session. This allows for any errors or omissions to be addressed before finalization.
- Redaction Process: If necessary, develop a system for redacting secret information from the minutes before they are stored or potentially disclosed through a legal request.
- Secure Storage: Maintain secure storage procedures for executive session minutes, ensuring they are accessible only to authorized individuals.
Conclusion
Executive session minutes are a crucial element of good governance, ensuring a record exists for closed-door meetings even if the specifics of the discussions remain confidential.
Understanding their purpose, key characteristics, and legal considerations is essential for organizations that utilize executive sessions.
Following the best practices outlined in this blog post, you can create clear, concise, and compliant executive session minutes. These minutes will serve as a valuable record for the organization while fostering public trust and ensuring adherence to legal requirements.
FAQs
What Does Robert’s Rules Say About Executive Session Minutes?
According to Robert's Rules, the minutes from an executive session are reviewed and approved exclusively by those members who were present at the session. While there's an option to share the minutes with all members, the confidentiality of the discussions must be preserved.
Additionally, minutes from executive sessions are maintained separately from the minutes of regular meetings.
Do You Take Notes in Executive Sessions?
Yes, notes are taken during executive sessions to document the discussions and decisions made.
However, these minutes are usually kept confidential and are only accessible to the participants of the executive sessions. The level of detail in these notes can vary, and they often focus on decisions rather than detailed discussions in accordance with the privacy and sensitivity of topics addressed in executive sessions.
What Is Difference Between Board Meetings and Executive Sessions?
Regular board meetings are formal gatherings of a company's or organization's board of directors to discuss various issues, make decisions, and strategize about the organization's future direction.
These meetings are usually scheduled regularly. Board meeting agendas and board meeting minutes can include a wide range of topics such as financial performance, strategic planning, and governance. Board meetings may be open to the public or closed, depending on the company's policies and the nature of the topics discussed.
Executive sessions, on the other hand, are a part of a regularly scheduled board meeting or can be a stand-alone meeting, where member of the board meet privately without the presence of non-board members, including the CEO or other senior management, except when their input is required on specific topics.
The purpose of adding executive sessions is to discuss sensitive matters that require confidentiality, such as legal issues, personnel matters, or executive performance and compensation. Executive sessions provide a forum for board members to have candid discussions and give the board independence to make decisions on sensitive issues without any external influence.
Date: [Insert Date]
Time: [Insert Start Time] - [Insert End Time]
Location: [Specify if it's an in-person or virtual meeting and provide necessary details or links]
1. Attendees
- List of attendees, with redactions if necessary
2. Motion to Enter Executive Session
- Moved by: Name of individual who motioned for executive session
- Seconded by: Name of individual who seconded the motion
- Legal Justification: Briefly reference the relevant statute or regulation authorizing the executive session
- Vote (if applicable): Record the outcome of the vote, e.g., Unanimously Approved
3. Topics Discussed
- Provide a general description of each topic discussed, avoiding any confidential details.
- Use phrases like "Personnel matters concerning a specific employee," "Strategic planning for a new product launch," or "Potential litigation regarding a contract dispute."
4. Motions and Votes
- Record any motions made during the session without disclosing the context or reasoning behind them.
- Include the motion itself, the mover's name, and the outcome of the vote (e.g., Motion to Approve carried by a vote of 5-2).
5. Motion to Return to Open Session
- Moved by: Name of individual who motioned to return to open session
- Seconded by: Name of individual who seconded the motion
- Vote (if applicable): Record the outcome of the vote, e.g., Unanimously Approved
6. Adjournment
- The meeting was adjourned at [Time].
7. Optional Information
- Attendance Time: List arrival and departure times of attendees, if applicable
- Redacted Documents: If any documents with confidential information were reviewed, mention them here and note their attachment to the minutes
Secretary: [Name of Secretary] (Signature, if applicable)
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