Church Governance & the Board

Executive Session: When the Board Should Meet Privately

Published 2026-09-16 · Church Governance & the Board

Short answer: a board executive session is a portion of a board meeting closed to everyone except the directors, used for a narrow set of subjects: personnel and compensation, legal advice, allegations, and sensitive negotiations. Enter it by motion stating the general purpose, keep the discussion to that purpose, take formal action in open session wherever you can, and record the entry, the exit and any action in the minutes.

Something has come up that shouldn't be discussed in front of the staff member sitting in the room, or the two guests who came to observe, or the pastor whose compensation is the next agenda item. Somebody says "should we go into executive session?" and nobody is quite sure how that works.

It works simply. It's also the single easiest board practice to abuse, so the discipline around it matters more than the mechanics. If your board is still settling its shape and habits, start with church board basics: structure, size and terms.

What is an executive session?

A closed portion of a properly called meeting. The board doesn't adjourn and reconvene somewhere else. It stays in the same meeting, and simply excludes anyone who isn't a director for a defined stretch of time.

Two things it is not.

It isn't a secret meeting. The meeting is on the record. The minutes will show that the board entered executive session, when, on what general subject, and when it came out. What's protected is the content of the discussion, not the fact of it.

It isn't a way to make decisions quietly. The board's authority doesn't change behind a closed door. If the board wants to take an action, the safest practice in nearly every case is to return to open session and vote there, so the decision appears plainly in the record.

When is it appropriate?

Keep the list short, and stick to it.

Personnel matters. Hiring, performance, discipline, compensation, or the terms of an employment relationship for a named individual. This includes the pastor's compensation and review. Pay decisions for anyone with influence over the organization carry their own documentation standard, so what the board records afterward matters as much as where it talked (IRS, Intermediate sanctions (excess benefit transactions)).

Legal advice and pending or threatened litigation. Conversations with the church's attorney, and the board's discussion of what to do about a claim.

Allegations of misconduct. Financial irregularity, harassment, safeguarding concerns. The initial handling of these belongs in a closed room and, very often, in the hands of counsel. Where the allegation is that church funds benefited an insider, the exposure isn't only reputational (IRS, Inurement / private benefit).

Sensitive negotiations. Buying or selling property, a lease, a major contract, a merger or affiliation discussion. Anything where premature disclosure would damage the church's position belongs here.

Matters involving individual privacy. A benevolence request involving a named family, a pastoral care situation the board must act on.

That's the whole list. If a subject isn't on it, the default is open.

When is it being misused?

The abuse pattern is consistent, and boards drift into it without deciding to.

Routine business gets moved behind the door. The budget, the building project, staffing levels in general, ministry strategy. If the reason for closing is that the discussion might be uncomfortable rather than that it concerns a named individual or a legal position, it should be open.

The session has no stated purpose. "Let's go into executive session" with no subject named is how the boundary disappears. State the purpose in the motion.

A subgroup keeps meeting. Executive session becomes a habit, then a standing pre-meeting of four members, then the actual decision-making body with the full board ratifying afterwards. That's a shadow board, and it exposes both the church and the members excluded from it.

Decisions get made and never recorded. If an action taken in closed session never appears in the minutes, the church has an unprovable decision and the members who took it have no record that they acted properly. Keeping records that show what the organization did, and why, is a baseline expectation of exempt status (IRS Publication 1828, Tax Guide for Churches).

It's used to exclude a specific director. Executive session excludes non-directors. It isn't a mechanism for cutting one board member out of the board's business. The narrow exception is a matter concerning that member personally, such as their own compensation or an allegation against them, where recusal is appropriate for the same reasons it applies to any conflict.

How to enter and leave one properly

1. Move it. "Moved that the board enter executive session to discuss a personnel matter." Second, vote. State the purpose in general terms: enough to justify closing, not enough to disclose the substance.
2. State who remains. Directors, plus anyone the board specifically invites for a stated reason, such as counsel, an auditor or a consultant. Everyone else leaves.
3. Note the time in.
4. Stay on the stated subject. If a different topic surfaces, hold it until the board is back in open session.
5. Move to return to open session. Note the time out.
6. Take formal action in open session wherever you can. "Moved that the board approve the compensation package for the position discussed" is recordable without disclosing the deliberation.
7. Record the whole sequence in the minutes.

The total record is four or five lines. It shows the board followed a process without revealing what was said.

Who should be in the room?

Directors, by default. Executive session is the board meeting with non-directors removed.

The pastor: it depends. In many churches the pastor attends board meetings, and often the board wants them present in closed session too. Two situations where they shouldn't be: any discussion of their own compensation, performance or continued employment, and any allegation concerning them or their household. Leaving the room for those items isn't a signal of distrust. It's the same recusal discipline that applies to any board member with a personal stake, and it protects the pastor as much as the board.

Staff: normally no. Invite them for a specific item if the board needs information, then let them leave. The attorney: yes, when the subject is legal. Having counsel in the room is often the point of closing. A director whose own conduct is the subject: no. They should be given the chance to be heard, then leave for the deliberation and any vote.

What goes in the minutes

Record the fact and the frame, not the content:

At 8:12 p.m., moved by T. Brooks, seconded by M. Alvarez, that the board enter executive session to discuss a personnel matter. Carried unanimously. Present: all directors. The pastor and staff left the meeting.

At 8:47 p.m. the board returned to open session. Moved by J. Ellis, seconded by T. Brooks, that the board approve the terms discussed for the position of youth director and authorize the chair to extend the offer. Carried, 6 in favor, 1 opposed.

That's the pattern for every closed session: entry, purpose, who was present, exit, and any action taken in open session afterwards. The standard for the surrounding record is covered in what should and should not go in minutes.

Some boards keep a brief separate record of closed-session actions, held by the secretary with restricted access. That's a reasonable practice. It doesn't replace noting the session in the open minutes.

When executive session means you need a lawyer

Closing the door is sometimes the right first step and never the whole answer. Get counsel involved before the next meeting, not after, when any of these is on the table:

• An allegation of abuse or misconduct involving a minor or a vulnerable person. Closed session isn't the response; reporting obligations and law enforcement come first, and counsel should be engaged immediately.
• A termination that is being contemplated, in progress, or contested.
• A threatened lawsuit, a demand letter, or a regulatory inquiry. Churches have specific procedural protections when the IRS wants to examine them, and you want counsel reading those rules, not the board (IRC §7611, Church tax inquiries and examinations).
• An allegation of financial misconduct by staff or a board member.
• A dispute over who controls the board or the corporation.

In all of those, the board's private conversation matters far less than what it does next, and what it does next has legal consequences the board can't assess on its own. Talk to a lawyer. A template doesn't solve any of these, and a board that deliberates its way to a decision in a closed room without advice usually creates the problem it was trying to avoid.

Common questions

Do church boards have to allow members to attend meetings at all?

Depends on your bylaws and, in some respects, on state nonprofit corporation law. Many church boards meet privately by default and open specific meetings by choice. Whatever your practice, be consistent. A board that's normally open and suddenly closes creates the suspicion executive session is meant to avoid.

Can we vote in executive session?

Often yes as a legal matter, but prefer not to. Returning to open session to take the vote produces a clean, provable record without disclosing the deliberation. Where a vote genuinely must be taken in closed session, record the fact of the action and the count in the minutes.

What if a member leaks what was said?

Address it as a governance matter, through your board covenant or code of conduct, not by tightening secrecy further. Boards that handle confidentiality by never writing anything down end up with no record at all, which is a bigger problem than the leak.

How long should an executive session last?

As long as the stated subject requires. If a closed session regularly runs longer than the open portion of your meetings, the boundary has moved and it's worth resetting deliberately.

The practical wrap

Executive session is a narrow tool: personnel, legal advice, allegations, negotiations. State the purpose, keep to it, act in open session where you can, and record the entry and exit every time. Used that way it protects people who deserve privacy. Used loosely it becomes the reason a congregation stops trusting its board, and that trust is very hard to earn back.

---

Keep the record right, even for the closed part. Board Minutes & Resolution Library includes minutes templates with the executive session entry and exit language already in place, alongside the resolutions churches are most often asked to produce. $69, instant download. More board documents are on the Run My Church hub, and the mechanics of the record itself are in how to take church board minutes that protect you.

*Faith Docs provides self-help document templates, not legal advice. We are not a law firm. For representation, consult a licensed attorney.*