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Can HOA Board Members Meet in Private?

July 24, 2023 / by HOA Manager

Within homeowners associations, the question of whether HOA board members can meet in private often stirs curiosity and concern. In this article, we'll explore the intricacies of private meetings for HOA board members and shed light on the legal and ethical considerations that must be considered. While private meetings can serve a purpose, it's crucial to maintain transparency and adhere to governing documents and local laws to ensure the best interests of the community are upheld.

The Short Answer: Yes, But With a Few Caveats

In general, HOA board members can meet in private, but there are some important considerations to keep in mind to ensure transparency and adherence to the association's governing documents and local laws. Private meetings can serve a purpose, but they must be approached thoughtfully and ethically.

1. The Legal Side of Things

First and foremost, it's crucial to familiarize yourself with the laws and regulations governing homeowners associations in your area. State laws and your HOA's governing documents may contain specific provisions regarding board meetings, privacy, and transparency.

For example, if you’re a part of an HOA in California, you'll undoubtedly encounter the Davis-Stirling Common Interest Development Act. This state-specific legislation plays a significant role in shaping how homeowners associations operate, including rules regarding private meetings.

Example: Open Meetings under the Davis-Stirling Act in California

California's Davis-Stirling Act outlines the requirements for open meetings, which significantly impact when and how private meetings may occur within an HOA board. Section 4900 of the Act mandates that all HOA board meetings be open to association members, with a few exceptions for executive sessions.

Executive sessions in California are closed-door meetings that only board members and specified participants can attend. The Davis-Stirling Act explicitly defines the topics that can be discussed in executive sessions.

Most states mandate that board meetings be open to association members, allowing them to attend and observe discussions. However, exceptions may exist for certain sensitive matters, such as legal issues, personnel matters, and delinquency hearings.

2. Executive Sessions: The Solution for Sensitive Topics

When dealing with confidential or sensitive issues, HOA board members can opt for executive sessions. Think of executive sessions as a private meeting within the regular board meeting, accessible only to board members and specific invitees.

Common topics discussed in executive sessions may include:

Legal Matters: Discussion of pending litigation or legal issues involving the association.

Personnel Matters: Deliberation on personnel matters, such as employee performance reviews or disciplinary actions.

Contract Negotiations: Talks concerning the terms of contracts or agreements with third-party vendors or service providers.

Member Disciplinary Actions: Confidential discussions regarding potential disciplinary actions against an association member.

Member Assessment Delinquency: Matters related to the assessment or monetary obligations of association members who are delinquent.

Meetings with Legal Counsel: Meetings with the association's attorney to receive legal advice.

It's essential to clearly define the scope of executive sessions and document the reasons for holding them to maintain accountability.

3. Transparency is Key

While private meetings have their place, maintaining transparency is fundamental to a healthy and successful homeowners association. Open communication with homeowners fosters trust and promotes a sense of community.

To maintain transparency and provide association members with an opportunity to attend meetings, most associations lay out specific notice requirements for both regular board meetings and executive sessions.

HOAs must give written notice to association members a few days before a regular board meeting or executive session. Check your association’s governing documents or your state’s laws to see what they say about meeting notice requirements.

HOA board members should strive to strike a balance between the need for privacy and the desire for transparency. Be sure to communicate important decisions and outcomes from private meetings to the broader community through newsletters, email updates, or open forums when applicable.

4. Best Practices for Private Meetings

To ensure private meetings are conducted professionally and in compliance with regulations, consider implementing these best practices:

Notice and Agendas: Notify homeowners in advance of regular board meetings and provide an agenda that outlines the topics to be discussed. Although executive sessions may not require advanced notice, transparency in regular meetings is crucial.

Confidentiality: Emphasize the importance of confidentiality among board members and attendees during executive sessions. What's discussed in private should stay private. This means no discussing the contents of the private meetings outside of the private meetings -- even with other board members, and especially not with other members of the HOA community, event your spouse! This would be considered gossip.

Meeting Minutes: Record detailed minutes of all board meetings, including executive sessions. While the minutes themselves may not be publicly accessible, their existence attests to the board's commitment to transparency and adherence to the law.

Seek Legal Counsel: When dealing with complex legal matters or potential privacy concerns, don't hesitate to consult with the association's attorney. Legal guidance ensures your actions align with the law and your governing documents.

Educate Homeowners: Educate your community about the reasons and circumstances that may necessitate private meetings. When homeowners understand the board's responsibilities, they are more likely to appreciate the need for confidentiality in certain situations and respect the process.

HOA board members must navigate the delicate balance between privacy and transparency when considering private meetings.

By understanding the legal requirements, utilizing executive sessions judiciously, and fostering open communication with homeowners, a harmonious and thriving community can be cultivated.

With responsibility, accountability, and a commitment to the well-being of the association, homeowners can take pride in their community, knowing their voices can be heard and valued at official meetings.

Work together with your board and management company to create a homeowners association where collaboration and trust lay the foundation for a vibrant and united neighborhood.

If your HOA board has specific questions about other management topics for your association, consider purchasing time with an HOA consultant at Hignell HOA Management.

Getting an outside perspective to help with challenges your HOA is facing can help you and your fellow board members move forward with confidence.

Hignell HOA Management offers consulting to associations throughout the United States on topics such as governing documents/rules review, board training, reserve study analysis, violation compliance review, general HOA consulting and more!

Whether you need a single conversation, or a regular monthly ongoing discussion, let Hignell HOA Management be your thinking partner so you have the confidence you need as a Board member.View Consulting Packages

Topics: HOA Management, HOA Board, HOA Board Meetings