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Article: Should you keep minutes of executive sessions?
- Article from:
- Directors & Boards
- Article date:
- March 22, 2006
- Author:
CopyrightCOPYRIGHT 2006 Directors and Boards. This material is published under license from the publisher through the Gale Group, Farmington Hills, Michigan. All inquiries regarding rights should be directed to the Gale Group. (Hide copyright information)
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Yes
THERE IS LITTLE established law concerning executive sessions--they are not mandated by state law--and market practice is still evolving. Therefore, executive sessions tend to vary widely in content and length. Similarly, record-keeping practices tend to vary substantially. Clients frequently ask me whether they should prepare minutes of executive sessions of the board.
The answer is a resounding "Yes." Although executive sessions are more informal and do not have the same standing as board committee meetings, they benefit from observing many of the same procedural formalities. The actions and omissions of outside directors have come under increased ...