Either the board and administrator are a team or they are not.

That is why it is bad practice for a board to exclude its executive director from a meeting, except for four very limited, specific reasons. They are:

  1. When discussing the CEO’s annual performance evaluation and compensation adjustments (although an argument can be made that the CEO should be present during evaluation discussions to prevent anonymous input and board comment from entering into the evaluation’s content)
  2. When discussing a corporate compliance issue where allegations have been made against the CEO.
  3. At the end of the audit review so the board can ask questions of the auditor without employees present
  4. If there is an allegation of sexual harassment against the CEO

There’s a real cost to board and executive teamwork when a board shuts its executive out of a meeting. “My board just met without me and it’s made me a little jumpy,” said one South Dakota executive director. “We’re supposed to be a team.”

The administrator didn’t sit back and simply take the board’s action. “I met with the board chair and told him I felt excluded from the team. I said I should have been there just to correct misinformation if for no other reason,” he said.

The administrator should have the opportunity to participate in all board discussions in order to be an effective member of the team. The insights the administrator brings to board discussions will help ensure that board ideas are workable. After all, the executive director is the board’s most valuable resource, and to exclude her from a meeting means the board might make decisions that won’t even work—yet the CEO can still be blamed for poor board decisions that result.

One strategy administrators who work under a contract have available is to insert language that provides for their attendance at all board and committee meetings into this legal document that prevents such meetings.

Not only does this protect the CEO, but it also gives the board leverage when a new board member joins and wants the administrator excluded from a meeting.