Nonprofit Law/Board meeting


We have two Board meetings per year according to our by-laws. We are holding a special meeting or executive session to discuss our contract with our Executive Director. The Board members are attending this meeting, but not our Executive Director. Does this meeting fall under a special meeting or the executive session? There is dis-content about the terminology of this meeting in regards to how it is perceived by our members. Thank you for taking the time to answer this.

I have in my profile that this free forum is only for general questions about IRS federal exemption issues of 501(c)(3) organizations. Your issues are controlled by state law and states may differ somewhat with how they would treat such issues. Even though this forum is not for such state law issues, I may be able to direct you.

I am assuming that yours is a Wisconsin Nonprofit Corporation. See Chapter 181 of Wisconsin Statutes "Nonstock Corporations" which is found at and, going down to section 181.0820 we see that it provides, "If the time and place of a board meeting is fixed by the bylaws or the board, the meeting is a regular meeting. All other meetings are special meetings."

As the board is meeting, even for only a discussion, it is a special meeting. The term "executive session" is vague and is not used in the statutes although some corporations, in their articles of incorporation or bylaws define the term and make provisions for such.  If not so defined in your internal organizational documents, then you can use the term "executive session" if you want for certain meetings, but not for meetings in which all of the board members are to attend. Now, if the Board is not making any resolutions, it could be that the state law would not include such a gathering under the rules for calling and having meetings, but I suggest that it be noticed and held in accordance with the requirements for "meetings".  Board members, unless they are also officers, are not "executives" as they have no power individually.

See which takes you to page 35 of a book on the subject, "Guidebook
for Directors of Nonprofit Corporations Second Edition" from the American Bar Association Committee on Nonprofit Corporations (ed.Jeannie Carmedelle Frey and George W. Overton) which recommends notice even as to committee meetings.

Harvey Mechanic, Attorney at Law -

P.S. This response is intended to be a general statement of law, should not be relied upon as legal advice and does not create an attorney/client relationship.  

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Harvey Mechanic


DO NOT GIVE ME INFORMATION THAT YOU WANT KEPT CONFIDENTIAL. I am an attorney and I volunteer time to answer general questions about U.S. Federal income tax issues of nonprofit 501(c)(3) public charities only. Those questions could be about establishing and maintaining legal requirements for such non-profit organizations in the United States, including Internal Revenue service filings and requirements. I will not be working on this free forum to answer questions about Nonprofit's possible unrelated or for-profit businesses or how to fill out forms. This forum is only for general questions about federal tax law, not as the law applies to your specific situation. If you do not make your question public then I will not be spending much of my donated time on answers that would not benefit the public. If you have other questions, please contact me at I will reply from my email. In any case, do not reveal confidential information to me until after I have contracted with you to provide personal legal services. My responses on this forum are intended to be general statements of law, should not be relied upon as legal advice, and do not create an attorney/client relationship. For me to consider your individual situation and how the law applies, I would need to gather extensive information about the situation. To search my previous answers you can do a Google search by "" without the quotes and then add your search terms before hitting enter.


I have been practicing law and especially the law of nonprofit organizations since 1990 when I was admitted to the New York Bar and I have maintained my status with the Bar since that time.


B.S. Columbia University in New York City, 1970

J.D. (Law Degree) Brooklyn Law School, 1990 -- Cum Laude.

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