Shhh, It’s a Secret -- What No One Tells You About Executive Session“Executive session” is fancy meeting terminology for a secret proceeding. You probably already knew that much, but conducting a proper closed-door meeting requires knowing a bit more. Here are a few parliamentary pointers that will help you successfully navigate private consideration of delicate issues.

1. Entering executive session requires a motion and a majority vote.

Executive session can’t happen merely on the say-so of one member, or even several. Rather, transitioning a business meeting from open to closed proceedings requires adoption of a motion by majority vote.

As usual, there are a few exceptions—for example, if your group’s governing documents or parliamentary authority (e.g., Robert’s Rules) requires certain topics (think personnel or disciplinary issues) to always be discussed in secret. But, in general, you need the consent of more than half of the members present and voting.

Here are the official parliamentary procedures for entering executive session:

  • A member moves that the group enter executive session for consideration of a certain topic.
  • The motion to enter executive session is seconded, discussed, and then put to a vote.
  • If a majority say “yes,” the group enters executive session.

2. Non-members can attend executive session if invited.

The parliamentary procedure rule for attendance at an executive session is members of the group, plus necessary staff and special guests. For members, attendance is limited to members of the specific group that is meeting. So, for an executive session of a board or committee, only members of that board or committee can attend, not every member of the organization at large. But certain non-members could be invited to attend too. Why? They might need to be present to provide context or perspective. For example, maybe outside legal counsel should attend to explain what exposure the group has as a result of its treasurer’s recent mishandling of funds.

3. Actions taken in executive session don’t always need to stay a secret.

Yes, it’s hush-hush—until the group decides otherwise. Discussion that occurs in executive session should always be secret, but all or some of the actions taken can be publicized afterward if the group chooses. So, even though “executive session” means a secret proceeding, a group may want to share some of its conclusions or proceedings later simply to lessen some of the gossip that often accompanies such meetings.

4. Leaking executive session secrets (even in the minutes) is serious.

Violating the secrecy of an executive session is an offense subject to disciplinary action. So, an organization that learns that a member has divulged matters discussed in executive session has grounds for following membership disciplinary procedures (as outlined in its governing documents and parliamentary authority). Along those lines, minutes of an executive session should be kept private and approved only in an executive session of the same group that had the secret discussion initially (i.e., don’t approve them in the next open membership meeting as you usually would with a prior meeting’s minutes). Of course, because minutes are a record only of actions taken, not discussion that occurred, there may be instances in which executive session minutes merely contain actions that have already been made public. In that case, their approval can occur publicly as well.

By all means, use the concept of executive session when needed.  Just follow proper parliamentary procedure for a smoother ride.

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Photo of Sarah E. Merkle Sarah E. Merkle

Sarah E. Merkle is a professional and a driven achiever, but a helpful one. Her legal work dovetails neatly with her unique avocation—sharing parliamentary procedure with those who need help navigating the sometimes crazy world of organizational governance and meetings. She’s one of…

Sarah E. Merkle is a professional and a driven achiever, but a helpful one. Her legal work dovetails neatly with her unique avocation—sharing parliamentary procedure with those who need help navigating the sometimes crazy world of organizational governance and meetings. She’s one of only five lawyers in the world to have earned the two highest parliamentarian certifications. For nearly 15 years she has used her expertise to help local, regional, and national clients make decisions that honor the law but efficiently move business forward without disruption. It’s more than taking minutes or understanding the latest edition of Robert’s Rules of Order—Sarah demonstrates that parliamentary procedure can be a helpful tool, and as a former educator, she knows how to make the tricky parts understandable.