Is it better to keep board meeting discussions private?

Posted in board of directors

Is it better to keep board meeting discussions private?

Years ago, at a board meeting, there was a pretty robust discussion about a hot topic. As the executive director, I wanted my board to have all the background information to make an informed decision. So, I spoke frankly, and provided a lot of detail, thinking it would be kept confidential. Fast forward a few weeks later and I found myself in a discussion at a staff meeting. To my surprise, one of my staff team reported information they learned from a stakeholder, using the word for word phrasing from the board meeting. So much for confidentiality.

Are discussions at board meetings confidential?

All board meetings are different. Some boards claim their meetings are private but seem to forget their own rules and invite lots of guests. Some boards use an In Camera agenda item for private discussions, but don’t really follow any guidelines for what that means.

As executive directors, it is our responsibility to understand the level of privacy at board meetings. In the example, the mistake was completely mine. I spoke frankly not actually knowing if my information would be kept confidential. I didn’t at any time tell the board I was relying on their confidentiality, as per policy. …That’s right, their WAS a policy. I didn’t know it and the board members didn’t know it.

Use signed confidentiality agreements.

As executive directors, its our responsibility to know the policies, to follow the policies, and make sure we protect ourselves and the organization when there is a risk the board might not be doing the same.

In this situation, I brought the matter to my board, with the help of a very supportive board chair, and the resulting discussion pointed to implementing signed board confidentiality agreements. That little piece of paper helped board members to better understand their role and maybe nudged them along to reading their own governing policies a little more often.

Over the years, the board wanted to be a little more certain nominees knew they would be expected to maintain confidentiality around board meeting discussions. A confidentiality clause was added to the board application form. Nominees were made aware of the expectation for confidentiality right from the time they first applied to join the board.

The gift of being able to speak freely.

There will always be board members who view a confidentiality agreement as suspicious or restrictive. It does take some time for board members to see the benefit. When a board uses a confidentiality agreement, over time they begin to experience freedom. They can have more challenging conversations and speak more openly.

As executive directors, it is our job to help support the board to be successful. WE also need to be successful, and we can’t do that if we worry that private business matters might be shared publicly. A board’s confidentiality agreement gives an executive director their own freedom to speak openly and know that challenging conversations will be private.

Not sure how to get started? Follow these steps...

To get started using board confidentiality agreements, the very first step is to review the governing policy. Is there a policy already in place to help guide this new direction? You might already have the policy wording you need.

If the governing policies are a little sparce, this is an easy addition. Executive directors can draft a policy suggestion in 3-4 sentences, for presentation at the next meeting. The finished policy can be used as a stand-alone document or incorporated into the board nomination process.

Executive directors can provide a rationale for adding the policy by focussing on the benefits of being able to speak openly at meetings, and helping new, or shy, board members feel more comfortable to speak up.  

What about executive director confidentiality? Well, that should already be written into your contract. If it isn’t, please have it added.

What questions do you have?

How do you feel about discussions at board meetings being confidential? Do you support the idea? Do you have a different practice that works better at your non-profit? I want to know! Please use the form on the right side of the page to tell me more.


Hi, I'm Christie. I help executive directors develop the systems and processes needed to run a non-profit.

I learned early in my career, there is no non-profit school. Browsing the internet for resources from big-city experts or relying on leadership development tips simply won’t help when you need practical solutions to balance the budget, write a work plan, or conduct an employee evaluation.

I created so non-profit leaders never need to wonder how to do the job.

I have been the executive director of small-team, small-budget, non-profits for 20+ years. My experience isn’t theory. It is based on real operational solutions.

I love my work and I want to help you love yours too.

© Christie Saas 2023 All Rights Reserved

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