In a board of directors, an executive session is a block within a public meeting that happens in secrecy to discuss confidential information, without staff or outside participants and observers. Because executive sessions are held away from the public eye, meeting minutes become especially important — they’re the only way to prove what is deliberated if the governing body decides to meet privately. However, the taking of executive session minutes also brings up other issues, such as how they are stored, who can have access to them, and how to approve them. In this post, we’ll take a closer look at the proper procedures for noting executive session in minutes and why they’re important.
Topics discussed in board meetings under executive session are confidential, which means so are executive session minutes. As a rule, executive session minutes are not open to the public and can only be consulted by members who participated in the executive session, on request to the secretary.
In a public or non-profit organization, the penalty for violating the confidentiality of executive sessions can range from a simple censure to disciplinary action or even termination of a member’s employment; in official state bodies, this violation can lead to regulatory proceedings and even court action against the infringing person.
Although the process of taking minutes is similar between regular board meetings and executive session minutes, there are a few important differences in the way minutes are stored, approved, and shared or disclosed. Importantly, the release of executive session minutes can only happen through a special board vote.
Another difference is who takes the minutes. While in public sessions this task is usually assigned to a staff member, closed session minutes will usually be assigned to the Board Secretary or another board director. Similarly, executive session board meeting minutes are stored in a private format. If your company uses a board room for minute storage, that will usually mean having a separate folder with restricted access for the storage of executive session materials.
Check out the below comparison between board minutes executive session and open session differences.
| Open board meeting minutes | Executive session minutes | |
| Recording | May be taken by non-director staff member | Must be taken by a board director, usually the Secretary |
| Access | Open folder; any board member/other company stakeholders | Restricted folder; only board members who participated in the session, unless executive session secrecy is lifted or the board votes to give access to other parties |
| Distribution | Detailed minutes are widely distributed and can be reviewed by all relevant stakeholders | Minutes are stored and kept confidential; reading of minutes can only happen in executive session |
| Approval | Approval happens in the next (open) board meeting | Approval must only happen in executive session, if at all |
To avoid disclosing the sensitive topics discussed, board of directors executive session minutes can only be approved in another executive session. However, this can create an infinite loop: an executive session is entered to approve a previous executive session in minutes, which in turn would generate its own minutes and require another session for approval, and so on.
This situation is usually dealt with in one of two ways:
The guidelines for meeting minutes executive session taking are similar to the normal minute-taking one. The main thing to keep in mind is that you don’t need to record everything that was said — rather, focus on writing down motions and votes.
Below you can see an executive session minutes example where the session is called in order to discuss a matter of executive compensation.
Most of the best board room solutions will provide you with a range of templates for board meeting minutes that simplify the way of how to write a secretary report out of the meeting proceedings.
Executive session minutes are an essential record of what is discussed and voted on during a closed-doors meeting. Because of their sensitive nature, members who access them incur a range of legal and ethical obligations to protect and not reveal their content.
Keeping executive minutes in a private and secure space in our digital age is often easier said than done. That is why board portals and virtual data rooms have become a key tool for organizations looking to ensure sensitive proceedings are kept away from prying eyes.
Top board portals such as iDeals also provide plenty of other features to make your life easier, including minute builders, agenda, board meeting schedules, and minute templates, and varying levels of access control over their platform. Want to improve your company’s digital hygiene? Give it a go today with a free 30-day trial.
