Meeting Spotlight: What Is an Executive Session?
Homeowners’ associations (HOAs) are run by a group of volunteer residents elected to serve on the board of directors. Together, board members hold several meetings throughout the year to ensure the community is on track, including board meetings, annual meetings, emergency meetings, and, occasionally, an executive session.
An HOA executive session is unique because it’s a closed meeting not open to all homeowners. Who can attend an executive session board meeting, and why are they important? Read on to learn the ins and outs of an HOA board executive session.
What Is an Executive Session?
An executive session is a separate meeting or portion of a meeting in which the proceedings are only open to exclusive invitees. It’s an official gathering of board members and a select few relevant to the discussion.
What Is an Executive Session in an HOA Board Meeting?
To put it in the context of homeowners’ associations, an executive session is a private HOA board meeting used to discuss confidential matters. In most cases, only board members and involved parties attend these meetings. HOA boards often follow executive session Robert’s Rules of Order to conduct the meeting and document discussions and decisions during that time.
Because executive sessions are typically held directly before or after a regularly scheduled open board meeting, it begs the question: Do you take minutes in an executive session?
Usually, HOAs are required to take meeting minutes during an executive session. At the executive meeting, general attendees are asked to leave the meeting before the private discussion begins. However, it’s important to review state laws and the community’s governing documents to determine how to properly record these sensitive meetings.
RELATED: “HOA Rules Guidebook: Everything Residents Need to Know”
The Purpose of Executive Sessions in an HOA
While transparency is essential to build trust between the HOA board and community residents, some matters are sensitive and require discretion. The purpose of an executive session is to provide a forum for board members to discuss confidential topics. Discussing these matters in private:
1. Limits Potential Liabilities
If the community is involved in litigation, personnel issues, or disciplinary action, it’s often best to keep these things private. If confidential information is made public before key decisions are made, it could affect the outcome or lead to legal issues for the association.
2. Facilitates Candid Discussions
When homeowners are present, board members may be more guarded or less inclined to share their opinions—especially when it comes to sensitive subjects. Having a closed meeting can create a safe space where boards can have honest discussions without fear of causing judgment or tension among residents.
3. Maintains Efficiency
Including all homeowners in every aspect of running an HOA can be very time-consuming and not the most effective way for the board to reach community goals. Holding executive sessions allows boards to conduct sensitive association business more efficiently.
Common Topics Discussed in Executive Sessions
HOA executive sessions are used to discuss private or confidential information that would be inappropriate to share openly with the community. Examples of topics that may demand an executive session include:
- Legal matters: If ongoing litigation or pending legal issues could affect the association, board members may need to go over the details privately with the association’s attorney.
- Personnel matters: Anything related to HOA employees, including hiring and salary requirements, can be done during an executive session.
- Vendor contracts or negotiations: Board members can discuss proposed vendors and rates before bringing a more finalized contract to homeowners.
- Homeowner violations or appeals: When resident disciplinary action is necessary, these decisions are generally made behind closed doors to protect the homeowner’s privacy.
- Foreclosures: While not often, boards may need to foreclose on a lien when a homeowner fails to pay their assessments or fees. The board can hold an executive session to make a decision on the foreclosure.
What Are the Legal Requirements for Holding an Executive Session?
Every state has its own laws regarding executive sessions, including whether, why, and how they can be held. Most states allow HOAs to conduct these private meetings, but the specific executive session rules and regulations will vary based on the HOA’s location and the governing documents.
While every HOA is different, legal requirements for an executive session typically include:
- Adhering to state laws and the HOA’s executive session board meeting rules
- Taking appropriate meeting minutes while maintaining private information
- Giving notice to homeowners of the date, time, and nature of the meeting
- In some cases, providing an agenda of the executive session with the notice
- Understanding the legal ramifications of decisions made during the session
Best Practices for a Successful Executive Session
For an executive session to be successful, board members must remember the purpose of the meeting. They must prioritize discretion and efficiency with these steps:
- Establish a clear and concise meeting agenda
- Limit attendance to only those needed for the discussion
- Practice active listening and stick to the agenda topics
- Balance homeowner transparency with the privacy of sensitive matters
HOA Board Member Responsibilities in Executive Sessions
HOA board members have a duty to represent their fellow homeowners in good faith and use their authority to benefit residents. During an HOA executive session, they can fulfill this responsibility by participating, providing feedback, and making decisions in the community's best interest.
Additionally, the board must maintain the confidentiality of discussions during the executive session. While they need to communicate meeting outcomes and decisions to homeowners, it’s crucial that they only share pertinent information and protect the privacy of the involved parties.
A Board Member’s Guide to Running Better Meetings
Although most community business is openly shared during HOA meetings, closed executive sessions are necessary when board members must discuss private or confidential topics.
Whether a private board meeting or an annual general meeting, preparation and planning are vital to the meeting’s outcome. Check out our ebook, “A Board Member’s Guide to Running Better Meetings,” to learn more about the critical elements of a successful HOA meeting!