As a member of an HOA board you have many responsibilities. One of the most important and least understood by many Board members is the Executive Session. A good understanding of this matter may save headaches in the long run and keep the Board out of thorny situations. 

The Purpose of an Executive Session

Executive Sessions are generally provided by statute so an HOA board can take up privileged information and private matters. Homeowner's association members do not have a right to attend these sessions unless they are to be part of the proceedings being discussed, such as being part of a disciplinary action or personnel matter. 

Matters taken up in Executive Session are fairly limited and spelled out for the Board. It's essential for the HOA board to follow all Association rules and regulations along with legal statute to keep from raising concerns. These meetings have to be somewhat transparent, in that they must be noticed at least two days in advance with a general agenda stating what will be discussed.  For example: “Discuss contract matters."

When an HOA board meets in an Executive Session

As noted before, the reasons an HOA board can call for an Executive Session are very specific. They are listed below:

• Legal issues -- Matters such as attorney-client privilege, pending litigation and settlement strategies may be discussed in this session. The Board’s attorney does not have to be present in any way during the meeting.

• Contracts -- An HOA board may go into Executive Session to discuss contracts with third-parties.

• Disciplinary actions -- Any actions taken against employees and Association members for disciplinary reasons should be done in Executive Session. The employee or member has a right to be present at that part of the meeting only.

• Personnel matters -- Issues regarding employees are taken up in these sessions also. These matters might include, but are not limited to: hiring, firing, raises, discipline and performance reviews.

• Assessments -- If an Association member is delinquent in paying their assessments the Board should take up the matter of a repayment plan in an Executive Session.

• Foreclosure -- This extreme step may be one of the most critical an HOA board has to make. This decision can only be made by the Board and not an agent working with and for the Board. Any decision has to be approved by a majority of the group.

How a Board can meet in Executive Sessions

The HOA board may meet in certain manners for a session. They are:

• In person -- The Board meets at a physical location to discuss issues.

• TelephoneVideo -- Members of the Board may meet by phone or video such as a teleconference. 

 In rare instances and/or emergency cases, one of the following may possibly be allowed:

• E-mail -- E-mail meetings are generally prohibited but may be valid for emergency issues.

• Consent -- "Unanimous written consent" may be used for certain actions without a meeting.

Who attends an Executive Session

The list of who can attend an Executive Session follows:

• Board members

• Managers

• Recording personnel

• Attorneys for the Association

• Members subject to action and their witnesses (but only for the part of the session that applies to them)

• Others who the Board invites when necessary (such as vendors to discuss business)

Don't Forget to Document

The Executive Session is such a weighty matter that it's governed by some specific rules and regulations. As an HOA board member know all these stipulations and avoid troubles later on. For example:

• Minutes need to be taken -- just as in a regular Board meeting, a brief description of what was addressed in the executive session needs to be entered into the minutes of the next open Board meeting.
  
  
• Executive session minutes are private -- members do not have a right to request or see them.

Any HOA board member has a huge responsibility when it comes to Executive Sessions. Important matters are taken up at these meetings and it's best for you to understand fully your rights and duties as a Board member.