Members of the homeowners association board will sometimes meet in executive session to discuss important but confidential matters. But, are executive sessions allowed in all states? And can homeowners attend these sessions?
What Is an HOA Executive Session?
The HOA board is responsible for managing the community, which can involve discussing association business, making decisions, and passing resolutions. Boards must typically do all of these things at board meetings where a quorum is present. But, sometimes, a board will adjourn to executive session wherein they will discuss other items and vote on other decisions.
Simply put, an executive session is a private meeting among HOA board members that takes place outside of an open board meeting. It usually occurs either before or after a regularly scheduled board meeting, but it can also happen between meetings, depending on the association’s governing documents. Executive sessions are typically private because confidential, sensitive, or privileged information is usually discussed or revealed at these meetings.
Depending on state laws and an HOA’s governing documents, a board can hold executive sessions in person or virtually. In-person meetings require a physical location where the board members can meet and discuss matters face-to-face. On the other hand, virtual meetings allow board members to meet electronically through video or audio (or both). Most of the time, executive sessions conducted via email are not permitted.
Can All HOA Boards Hold Executive Session Meetings?
It is important to note that not all homeowners associations may be able to hold executive sessions. It really depends on state laws and the association’s governing documents.
For instance, in Florida, Section 720.303(b) of the Homeowners Association Act, closed board or committee meetings with the HOA’s attorney can only happen under one of two conditions:
- Discuss proposed or pending litigation
- Discuss personnel matters
A similar provision exists for condominiums under Section 718.112 of the Florida Condominium Act.
Meanwhile, other states, like California, give HOA boards a much broader scope of when executive sessions can transpire. Civil Code Section 4935 specifically outlines and discusses the conditions and requirements of an executive session.
What Is Discussed at HOA Executive Sessions?
What board members can and can’t discuss at a closed meeting can vary depending on state laws and the association’s governing documents. Typically, though, the executive session agenda includes the following:
- Litigation. This refers to any proposed or ongoing litigation to which the HOA is a party.
- Contract Execution. Board members can vote on and discuss contracts that have yet to be executed. Once a contract is executed, it becomes a public record that all homeowners can inspect.
- Disciplinary Action. If the board is considering imposing disciplinary action on a resident, such matters are usually reserved for executive sessions.
- Payment Plans. Delinquencies and payment plans are normally discussed behind closed doors.
- Personnel Matters. Any actions relating to the HOA’s employees are typically talked about in executive sessions. This includes actions such as hiring, firing, or sanctioning an employee, as well as any discussions about their salary.
- Lien Foreclosure. The board can usually make a decision to foreclose on a lien in an executive session.
Are HOA Executive Session Meetings Open to All Homeowners?
Regular board meetings (or open board meetings) are normally open to all members of the association. That means homeowners can attend board meetings and observe the board make decisions. Most open board meetings also allocate time for homeowner input.
But, executive sessions are normally not open to members of the association. These sessions are typically reserved for the board members only as well as the association’s lawyer or other invited third parties. Most of the time, the HOA manager also attends the executive session.
There are a couple of exceptions to this, though. For instance, California law allows certain members of the community to attend the executive session. This includes:
- A member who requests to meet with the board in executive session to discuss their disciplinary action; and,
- A member who requests to meet with the board in executive session to discuss a payment plan for unpaid fees.
Some homeowners may question the idea of executive sessions or feel that the board is trying to hide something by holding a closed meeting. To avoid losing the trust of owners, board members should clearly explain the purpose of executive sessions.
Notice and Agenda Requirements for Executive Sessions
Even though executive meetings aren’t usually open to all members, the board must still provide notice. Once again, the notice and agenda requirements will depend on state laws and the association’s governing documents.
In California, the HOA board must provide at least four (4) days’ notice of an executive session that takes place with a scheduled open meeting. For meetings that are solely in executive session, notice must be given at least two (2) days prior. The notice should include the time and place of the meeting. Furthermore, the agenda of the session should accompany the meeting notice.
What to Include in HOA Executive Session Minutes
How do you write minutes of an executive meeting? When confidential information is involved, it can be difficult to determine whether minutes are even necessary. But, most state laws and governing documents do require the board to keep minutes even for executive sessions.
Executive session minutes should only generally note the matters discussed. The minutes should not go into detail and reveal any sensitive, privileged, or private information.
Sometimes, associations can take more detailed minutes of executive sessions. This is only normally the case if the executive session minutes are not open to all members for inspection.
A Critical Step to Take
An HOA executive session is an important tool in carrying out association business while maintaining confidentiality. But, because the requirements and permissions can vary from one community to another, boards should make it a point to research the laws in their state. Additionally, they should carefully review their governing documents, specifically the bylaws, to understand what’s allowed and what’s not. Only then can boards hold seamless executive sessions.
Cedar Management Group provides unparalleled HOA management services to condominiums and homeowners associations. We can help your board navigate state laws and your governing documents. Call us today at (877) 252-3327 or contact us online to learn more about our services!
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