Should we have 'board only' time?

While it might seem a bit awkward at first, regular 'Board Only' time or 'In Committee' Sessions (both terms mean the same thing) are generally considered to be a part of good practice for a non-profit board. It's a chance for board members to meet and freely discuss without any staff or observers present. And if you put it in place when there isn't a major conflict, it's easier to use when things get tough.

Often your Manager (or Chief Executive or whatever they are called) will routinely attend all board meetings. This is a good thing as it enables leadership to be jointly exercised by the board and the manager as a collaborative effort, which is what you want most of the time. However, in practice, managers can easily dominate decision-making, if only by what information they provide and in what way. This is not necessarily with any sinister intent, but is just a result of how things are structured. So its often handy to have some time alone, with just board members present. If you do decide to do so here are my top 7 practical handy-hints:

  • If at all possible, make this a routine, normal part of doing business. This helps to make it 'not personal', and just a part of how we do business around here. Its also much better to let people know it's coming, so it's not a shock. Use this post to help talk it through with your Manager before you introduce it.
  • What might you need it for? In my experience the folowing are the top five reasons for board-only time. If you've got any other suggestions, please add them in the comments section below.
    • It's a good time to freely consider any feedback the board wants to give to the Manager (ideally this is both the positive, negative and in between, and is provided little and often, rather than 'saved up' for a major issue).
    • It's also usually needed to discuss employment matters regarding the Manager's contract, performance, remuneration, etc, or indeed any matter where it is important or useful for the board to come to agreement first (or discuss whether it needs to), before presenting a board position to the Manager.
    • It can also be a good time for board members to freely give feedback on themselves (as individuals or as a board), especially if this is new to them.
    • It's often considered good practice to have some board-only time with your auditors, as well as time including the Manager. (Remember the board or the organisation's members appoint the auditor, not the manager - so they are reporting back to the board).
    • If there has been a complaint against the Manager, or a conflict involving the Manager in which the board has been asked to be involved, as a part of that process 'fairness' usually requires at least some board-only time where the board can consider matters without any influence, even indirectly, from the Manager. (Obviously, in any potential conflict of interest the manager would need to exclude them self from the decision, but that is not necessarily board-only time, as other observers may be allowed to remain.
  • For practical reasons, often the best time to have board-only time is at the beginning or end of a meeting, so that staff (and any other observers) don't have to hang around outside the door waiting to be called back in. Alternatively, if this is not sensible, it can also be convenient to put it just before or just after a meal or tea break.
  • What do you do in practice? Have someone move a motion that you move into “In Committee” or “Board Only” session (both mean the same). If possible I usually like to indicate what it is for (eg to discuss an employment matter, or for routine Board-only time, etc.) to reduce any sense of doing something behind the Manager's back.
  • How do you record decisions? If necessary, have a separate “In committee” or “Board only” minute/record (label it Confidential - For Board members only). If the normal minute taker leaves when you go In Committee, you will need to appoint someone at the session to record minutes. Generally, it's better to keep these to a minimum - decisions taken, and minimum sufficient overview of the matters taken into account to provide evidence of a prudent and thoughtful decision-making process - should such evidence ever be required. Like all minutes there is no need to record the full discussion.)
  • What happens when you come back into normal (open) session? Have the chair (or someone else nominated to do so) report back what ever you want recorded in the official minutes. This can be very general, eg “It was reported that the Board discussed a sensitive staffing matter in a board-only session, and the Chairis responsible for following up on the agreed matters.” or very specific, eg “It was reported that the Board discussed the current salary package of the manager, and after considering, x, y, and z, agreed to a 2.5% increase in her pay effective first payday after 30 August. Chair to communicate this to Admin Manager for implementation.”
  • This still leaves the question of what is in the confidential minutes, and how are they stored? In one sense it is logical for the Chair or Secretary to hold them. But with part-time and regularly changing, elected or appointed positions, this is often a recipe for losing the confidential minutes. That is why it is worth thinking carefully about how much information needs to be reported back to the open session - after all, that can be the main record you rely on for the historical record (and any other additional confidential notes are mainly focused on what is needed for immediate follow-up). In many cases, you will not need any other confidential minutes (anyone responsible for follow-up may take their own personal notes). Another alternative is to have ‘sealed’ confidential records attached to the minutes, so they will not be lost but also not readily read by anyone with access to the minutes. They may be physically sealed and attached to the minute book/file (or in the case of electronic minutes sealed with an additional password, but who gets to keep the password?) or you might put a note in the minute book/file, that confidential minutes of a board-only session are stored in a separate locked filing cabinet/password protected file. In short if the board needs to adopt a motion on a matter the adoption of that motion in the board-only session should either be reported back to the open session (and get in the full minutes - though other background discussion or information need not be) or you will need to keep separate confidential minutes of the Board-only session that includes a record of that motion being adopted. So if at all possible it's usually simpler to carefully record any necessary outcomes in the open minutes, and leave that as the official record.