There is a reason I rail against boards that meet in executive session without their executive director. Here’s a story that should remind everyone that this is a bad practice:

“My board met with an employee and fired him—illegally,” said an Oregon administrator. The board had no documentation to back up its dismissal of the employee; in fact, the employee had never heard from anyone that he was doing a poor job.

The reason for the board’s actions, the administrator said, is that one board member didn’t “like” the employee at a time when money was tight at the nonprofit and layoffs were coming.

Not only did the employee start screaming about this, but so did the organization’s attorney and insurance company. The organization lucked out because all the employee wanted was his job back and his attorney’s fees paid, the administrator said.

“This taught me a lesson,” said the executive director. “Never let the board personnel issues belong to the executive director.”

There are really only a few good reasons a board should ever meet without its administrator present. You should review them, as should your board. They are:

  • when discussing the CEO’s annual performance evaluation and compensation;
  • when discussing a corporate compliance issue where allegations have been made against the CEO;
  • at the end of the audit review so the board can ask questions of the auditor without employees present; and
  • if there is an allegation of sexual harassment against the administrator.


Jeff Stratton, Editor