The HOA Board member has many responsibilities, and one of the prickliest is the Executive Session. This is an oft-overlooked and frequently underutilized HOA task, and one that might warrant a quick refresher course.
What is an Executive Session?
Generally, HOA meetings are open to the public—but in some cases, the Board may need to discuss information that is either private or privileged. These are the instances in which an Executive Session may be helpful. These sessions are closed to all HOA members, save for those who may be directly involved in the matter at hand.
Usually, Executive Sessions are reserved for disciplinary matters or personnel issues. The Association’s rules and regulations will spell out exactly when an Executive Session can be called, and it’s important for Board members to understand the instances in which an Executive Session might be appropriate.
When to Call an Executive Session
With that said, some of the general causes for calling an Executive Session include all of the following:
- Legal issues, in which pending litigation or anything involving attorney-client privilege is going to be discussed.
- Discussion of third party
- Disciplinary actions against members.
- Personnel matters, including issues related to the hiring or performance review of an employee.
- Discussion of delinquent payments/assessments.
- Discussion of extreme actions, such as foreclosure.
How to Conduct an Executive Session
Ideally, an Executive Session will be held in person. Because they are sometimes unexpected and urgent in nature, however, telephone and video conferences are also acceptable. In true emergencies, email meetings may be acceptable, though you’ll want to verify this in your Association documents. Some HOAs forbid it.
As for who attends an Executive Session, those allowed to be present include:
- Board members
- Personnel tasked with recording the meeting
- The Association’s attorneys
- Members who are subject to action, as well as any witnesses they bring.
- Anyone else who is expressly invited by the Board (usually vendors, to discuss matters that involve them)
Critically, documentation should always be made of Executive Sessions. An Executive Session is weighty by its very nature, and though the minutes will be private and confidential, minutes do need to be taken.
If you have any additional questions about Executive Sessions, we’d love to discuss them with you. Reach out to Kuester Management Group to learn more.