Prior to calling an executive session of the board of directors (closed-door session without staff), a motion must be passed by the board of directors to identify the topics to be discussed.
These topics shall frame and limit the discussion. After the meeting, actions of the executive session shall be recorded in the official meeting minutes of the current or next immediate board meeting, summarizing what was discussed and any decisions made in the executive session.
Rationale: Executive sessions or closed-door sessions have a purpose, usually related to discussing contractual or confidential CEO issues. The primary concern regards an ongoing pattern of frequent executive sessions is the appearance of conducting work in secret, without staff or legal counsel, and meeting without agendas and minutes.