How To Run A Closed Board Meeting

To run a closed board meeting effectively, set a clear agenda, ensure all members understand the confidentiality requirement, manage discussions to stay on topic, maintain a respectful atmosphere, document decisions and action items accurately, and end on time.

A Closed Board Meeting, also referred to as an executive session, is a type of board meeting that is not open for attendance or viewing by the public, non-board members, or staff. This type of meeting is typically held when the board needs to discuss sensitive topics such as personnel issues, pending litigation, real estate transaction, or any other matter that requires confidentiality. It fosters an environment that allows the board members to freely discuss issues without violating privacy laws or revealing sensitive information, thereby promoting thorough decision-making. However, it’s important to note that the details of such a meeting must still align with the organization’s governance policy and local regulations.

What is the purpose of a Closed Board Meeting?

The purpose of running a closed board meeting as a leader is to discuss sensitive or confidential matters that require discretion. This allows board members to freely express their opinions, debate critical issues, and make decisions without the concern of information being leaked to the public or competitors, fostering a secure and trustworthy environment.

How To Run A Closed Board Meeting: Step-By-Step


Step 1: Plan the Meeting agenda

This implies pinpointing essential issues for discussion in the meeting. Constructing a detailed agenda and disseminating it among all participants in advance is a necessary operation. It secures that everyone comes well-prepared and contributes productively, enhancing the efficiency and productivity of the meeting while ensuring coherence and focus.

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Step 2: Determine the Participants

Identifying who needs to be present at a meeting is the first crucial step. This could include board members, team leads, department heads, or any key personnel whose inputs could be valuable. Ensuring that all these essential people are informed about the meeting is a job in itself. This could involve sending out formal notifications, calender invites, or personal reminders so they can set aside the time to attend. This careful selection and notification process will maximize the efficiency and productivity of the meeting.

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Step 3: Schedule the Meeting

Selecting a date and time for a meeting involves navigating through the varying schedules of all participants. This may entail a cross-examination of multiple calendars and availability preferences to identify a time slot conducive to everyone. It necessitates careful planning, open communication, and flexibility to accommodate everyone’s convenience, and sometimes may require compromise or rescheduling for maximum participant engagement.


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Step 4: Prepare Materials

This process entails assembling relevant data or paperwork needed for the meeting, such as previous minutes, financial reports, project proposals, etc. It’s critical to distribute these vital materials to every participant ahead of time, facilitating an informed discussion as each attendee will have ample time to examine the items of importance.

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Step 5: Conduct the Meeting

During the meeting, ensure a smooth and systematic progression of the discussion adhering to the outlined agenda. This is imperative as it maximizes the meeting’s efficiency and purpose. Since this is a closed meeting, stringent measures should be implemented to ensure only participants who received an invitation are present, maintaining the exclusivity and confidentiality of the meeting’s contents.

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Step 6: Record the Meeting

In any meeting, it is crucial to appoint an individual specifically to take accurate and comprehensive minutes. This person records all discussions, arguments, solutions, and decisions made. The information documented is valuable for keeping everyone aligned and accountable, ensuring actions are followed up and reduces miscommunication or ambiguities post-meeting.

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Step 7: Close the Meeting

Once all the agenda points are covered thoroughly and the requisite decisions are hashed out, the meeting can then be formally closed. This signifies the end of official discussions, giving everyone a chance to engage in casual conversations or go back to their desks.

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Step 8: Distribution of Minutes

After the meeting concludes, it’s crucial to distribute the captured minutes to all attendees and any other relevant stakeholders. This step provides a comprehensive recap of the meeting’s discussions, decisions, or future steps and ensures everyone is well-informed and on the same page.

With ZipDo, our creation, meetings from your calendar are automatically organized into a collaborative space. Here, you and your team can easily share notes, making meeting preparation and follow-up more straightforward and fostering greater accountability among team members.

Questions to ask as the leader of the meeting

1. What is our main objective and how can we align our strategies to achieve it? – This question ensures that the board members are clear about the ultimate goal and encourages them to brainstorm potential strategies to drive the organization forward.

2. What challenges or obstacles are we currently facing, and how can we overcome them? – This question helps the leader identify the current roadblocks that hinder progress and allows the board members to propose solutions or tactics to address them effectively.

3. How are we responding to the changing market conditions and evolving customer needs? – This question prompts an evaluation of the organization’s responsiveness to market dynamics and customer preferences, encouraging the board to explore innovative approaches or necessary adaptations.

4. Are our financial resources allocated optimally to support our strategic goals? – This question ensures that the board reviews and assesses the allocation of financial resources, allowing for potential adjustments to optimize funding for key initiatives.

5. How are we fostering a positive organizational culture and maintaining employee engagement and satisfaction? – This question highlights the importance of employee well-being and the leader’s commitment to creating a supportive work environment, resulting in higher productivity and motivation within the team.

6. Are we effectively utilizing technology and digital tools to streamline operations and enhance our competitiveness? – This question encourages the board to evaluate the organization’s technological infrastructure and investments, ensuring they remain up-to-date and aligned with the organization’s digital goals.

7. How are we promoting diversity, equity, and inclusion within our organization? – This question reflects the leader’s commitment to fostering an inclusive and diverse workplace, prompting discussions on relevant initiatives and actions to ensure a fair and equitable environment for all employees.

8. Are our corporate social responsibility efforts aligned with our values and effectively making a positive impact? – This question checks whether the organization’s corporate social responsibility initiatives are in line with its core values, encouraging the board to evaluate the effectiveness and impact of their CSR activities.

9. What are our key competitive advantages, and how can we leverage them for continued growth? – This question prompts the board to identify the unique strengths of the organization and explore opportunities to leverage those strengths to enhance competitiveness and drive growth.

10. Are we continuously evaluating and improving our board performance and governance practices? – This question emphasizes the importance of board accountability and the need for regular self-assessments to ensure effective decision-making and governance within the organization.

As a leader, preparing a closed-board-meeting agenda requires careful consideration. Start by identifying the meeting’s objectives and priorities. Determine the topics that need to be discussed, ensuring they align with the board’s strategic goals. Create a clear and concise agenda, specifying the time allotted for each item. Include any necessary background materials for board members to review beforehand. Finally, distribute the agenda well in advance to allow members adequate time for preparation and ensure a productive and focused meeting.

How To Prepare For A Closed Board Meeting
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Topics that should be discussed in closed board meetings may include financial performance, strategic planning, and sensitive company information. Other important areas for discussion could be leadership succession, mergers and acquisitions, legal matters, and confidential employee issues. These closed-door gatherings provide an opportunity for thorough deliberation and decision-making on critical matters affecting the organization.

See Our Closed Board Meeting Template
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Software tools to facilitate a Closed Board Meeting

Software helps leaders run closed-board meetings by providing a secure and efficient platform for communication and collaboration. It allows them to create and distribute meeting agendas, send confidential meeting invitations, share and review documents securely, and track action items and decisions made during the meeting. Additionally, software provides features such as voting and polling, making it easier for leaders to collect and analyze feedback from board members.

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Executing a successful closed board meeting requires a strategic blend of preparation, structure, and careful conversation management. Establishing clear objectives, setting an agenda, understanding confidentiality issues, encouraging all members’ participation, and ensuring accurate minutes recording are fundamental aspects to consider.

Remember, a well-managed meeting fosters a spirit of collaboration, progresses towards goal achievement, and impacts your organization’s overall success positively. So, take the necessary steps to improve your board meetings and watch your organization reap the benefits of efficient, productive, and confidential dialogues.

Popular Questions

What is a closed board meeting?

A closed board meeting, also known as an executive session, is a confidential gathering where the board of directors discuss sensitive matters privately. These matters often include legal issues, personnel matters, or strategic planning that they prefer to keep confidential.

Who can attend a closed board meetings?

Primarily, only the members of the board of directors are allowed to attend a closed board meeting. Sometimes, the board may invite certain individuals such as executives or legal advisors to provide input on specific matters.

What topics are typically discussed in a closed board meeting?

The topics discussed in a closed board meeting are typically sensitive in nature. These could include legal issues, personal matters of employees or board members, confidential strategic planning, and financial discussions which involve market-sensitive information.

Are the minutes from a closed board meeting made public?

No, the minutes from a closed board meeting are not typically made public. These minutes are strictly confidential because they cover sensitive information. However, it is normal to provide a general summary of the topics discussed without divulging specifics to maintain transparency.

Can decisions be made in a closed board meeting?

Yes, decisions can be made within a closed board meeting. However, the specifics of these decisions are typically confidential and usually disclosed in a manner that doesn’t compromise the sensitive nature of the information discussed.