February, 2004
Inspection News and Views from the American Society of Home Inspectors

Executive Session Explained


“I move that the Board go into executive session.”

Familiar words to anyone who has attended a Board of Directors meeting. Unfortunately, familiarity can increase the level of frustration among audience members who are asked to leave the room so the Board can go into this type of session.

Executive session: What is it and why do we need it?

In general, ASHI and other organizations use executive sessions or non-public meetings to address sensitive issues and to protect against publicly airing sensitive information. The concept originated with the Executive Branch of the Federal Government to allow the U.S. Senate and the President to deliberate on such matters as appointments, treaties and nominations.

Some organizations, clubs and private groups conduct all their business in private. In contrast, ASHI has an open forum policy, and the Membership is encouraged to attend the quarterly Board meetings. Confidential sessions are used only for disciplinary action and for sensitive issues such as work in progress, an organizational crisis, employment matters or details of negotiations. What is discussed during these sessions never may be divulged to anyone. Only the end result is revealed, and sometimes not even that. Minutes are kept separate from the regular meeting, and they also are confidential.

Scheduling the sessions for audience convenience

ASHI’s Board meets face-to-face four times a year. Because of the cost of moving, feeding and lodging 30 people, both regular agenda and executive session items are scheduled for the same day. Even when an executive session is not scheduled, a discussion can head towards sensitive ground. For example, a discussion may be ongoing as to a disciplinary matter. If the discussion is important, or if it came about as a motion, then it cannot be ignored. The person making the motion can withdraw it, or another board member may offer a motion that could prevent discussion of the main motion. Short of that, it has to be dealt with. Remember, ASHI conducts business and meetings according to Robert’s Rules of Order. The only alternative for continuing is to go into executive session, which means the audience will be asked to leave the room. In the session, the matter will be continued for further evaluation, a course of action will be decided upon, or a decision will be made.

Conducting business in a civil and organized way

Although executive sessions are confidential (by definition), it does not mean that the Board is up to no good. This is a tool designed to conduct business in a civil and organized way; to be cognitive of ASHI interests and strategies, following Roberts Rules of Order. Although an executive session can be called at any time, by any board member, for any reason, it has to have a majority vote. If an executive session is called as a matter of privilege from any Board Member, it does not require a second, debate, nor is it amendable. Due to its importance, it takes precedence over any discussion at the time of the motion.

We hope the Membership will bear with us as we conduct ASHI business in accordance with our governance policies, which include confidential handling of specific issues. We serve for the betterment of the Membership, and sometimes it takes your patience to do so.