Can HOA Board Members Meet in Private?

One of the most common questions homeowners ask is whether their HOA board is allowed to conduct private executive sessions outside of the official meetings announced to the community. Transparency is the cornerstone of effective association governance, and homeowners want to feel confident that decisions affecting their property and community are being made fairly and in compliance with the law.

The answer to whether HOA board members can meet in private isn’t entirely straightforward–it depends on the nature of the meeting, the subject matter being discussed, and the state laws that apply.

In this blog, we’ll break down the rules, common misconceptions, and the role that Kuester Management Group plays as a top Community Association Management in Charlotte, Huntersville NC, Wilmington NC, Myrtle Beach SC, and Fort Mill SC.

Definition of a Board Meeting vs. Informal Gathering

The first step is to understand what legally constitutes a “board meeting.”

• Official HOA Meeting: Anytime a quorum of board of directors (the minimum number required to conduct business) comes together to discuss community association business and make decisions. These meetings must follow specific procedures, such as advance notice to homeowners, recording meeting minutes, and allowing member attendance.
• Informal Gathering: If board members casually chat about HOA issues at a social event, over lunch, or via email without making official decisions, this usually does not qualify as an official meeting. However, once deliberation and decision-making occur, the gathering may cross into “meeting” territory under the law.

This distinction is important because many state statutes and HOA bylaws mandate that official meetings must remain open to all community members, with very limited exceptions.

When Private Meetings Are Allowed

There are circumstances where HOA boards are legally permitted–sometimes required–to meet privately. These are known as executive sessions and typically cover sensitive matters such as:

• Legal Consultations: Receiving advice from the HOA’s attorney about ongoing litigation or liability matters.
• Delinquent Assessments: Discussing homeowners who are behind on dues or payment plans.
• Personnel Issues: Addressing employee performance or contractor disputes.
• Violations and Disciplinary Actions: Reviewing rule violations, fines, or enforcement matters.

Even in these cases, a best practice is for the board of directors to announce the purpose of the closed session and to document outcomes without disclosing private details. This approach keeps the community informed while protecting confidentiality.

Common Misunderstandings About Private Meetings

It’s easy for community members to feel uneasy if they see HOA board members talking behind closed doors or exchanging long email threads. Here are some clarifications:

• Can board members grab coffee together? Yes, so long as they’re not making official decisions or conducting business requiring a quorum.
• Can email discussions count as a meeting? In some states, yes. If emails between board members result in a decision or action, it may be considered a meeting and could violate open meeting laws if not properly documented.
• What about workshops? Workshops or planning sessions are typically informal, but once decisions are made, they must be ratified in an official open meeting.

Ultimately, casual discussion is fine, but deliberation and decisions should always occur in compliance with open meeting rules.

State-Specific Open Meeting Laws

Open meeting requirements vary by state. For example:

• Some states require that all board meetings be open to homeowners, with only narrow exceptions for executive sessions.
• Other states may allow more flexibility in how meetings are structured but still mandate homeowner notice and record-keeping.

In addition to state laws, each HOA’s governing documents (CC&Rs and bylaws) may impose additional transparency requirements. Because the rules can be complex, boards often rely on professional management companies like Kuester to help interpret and apply them correctly.

Importance of Transparency and Homeowner Trust

Even when private meetings are legally permitted, transparency should remain a priority. When boards appear to operate in secrecy, homeowners may lose trust and begin to question the fairness of decisions.

Clear communication by using meeting notices, agendas, published meeting minutes, and newsletters will help homeowners feel informed and respected. This, in turn, reduces conflict, improves compliance with community rules, and strengthens the overall sense of community.

Consequences of Inappropriate Private Meetings

When an HOA board holds closed-door meetings that violate laws or the association’s governing documents, the consequences can extend far beyond minor administrative issues. The impact affects the board, the community, and even individual homeowners:

• Invalidated Decisions: Any actions or resolutions made during improper private meetings may be challenged and declared legally unenforceable. This can stall projects, delay rule enforcement, or nullify financial approvals, creating operational chaos for the HOA.
• Legal Penalties: Homeowners who feel their rights were violated can file lawsuits or complaints against the board. Legal disputes can be costly, not only in attorney fees but also in time and resources spent defending the HOA, potentially diverting funds from essential community services.
• Loss of Trust: Transparency is central to homeowner confidence. If residents suspect the board is making decisions in secret, trust erodes, participation drops, and community morale suffers. A lack of trust can also discourage volunteers from running for future board positions, exacerbating governance challenges.
• Reputational Damage: Poor governance practices can tarnish the HOA’s reputation, affecting property values and making the community less attractive to potential buyers. Negative perceptions can persist long after the board changes, creating lasting consequences for the neighborhood.
• Operational Inefficiencies: Secretive decision-making often leads to miscommunication, inconsistent enforcement of rules, and duplication of efforts. Over time, this can weaken the board’s ability to manage finances, maintain common areas, or respond to homeowner concerns effectively.
• Heightened Scrutiny: Once a board is found to have violated open meeting rules, regulatory agencies or auditors may monitor future meetings more closely, adding administrative burdens and reducing flexibility for legitimate executive sessions.

Overall, the financial, legal, and reputational costs highlight why adherence to open meeting laws and proper documentation is essential for every HOA board.

How a Trusted HOA Management Company Helps

This is where professional management can make a significant difference. At Kuester Management Group, we support HOA boards across the Carolinas in staying compliant, transparent, and effective by:

• Scheduling and documenting meetings in line with governing documents and state regulations
• Advising on appropriate use of executive sessions and ensuring they are conducted correctly
• Providing homeowner communication tools, including newsletters, online portals, and easily accessible records
• Training board members on governance best practices to prevent unintentional violations

Whether your board oversees a small neighborhood or a larger community with multiple amenities, Kuester delivers customized support that strengthens trust, accountability, and smooth operations. Our team helps boards manage all aspects of governance, ensuring leaders have the guidance and resources they need to make responsible decisions.

Balance Privacy with Transparency

So, can HOA board members meet in private? The answer is yes, but only in very limited circumstances, such as executive sessions for legal, financial, or disciplinary issues. Most board business must remain open to homeowners to ensure transparency, fairness, and legal compliance.

The most successful HOAs strike a balance and seek to protect confidentiality when necessary while maintaining open lines of communication and accountability. If your board is unsure about how to handle meetings, or wants to strengthen its governance practices, partnering with a professional management company like Kuester can help.

Contact Kuester Management Group today to learn how we can support your HOA with transparent, legally sound meeting practices that bolster homeowner trust and long-term community success.

FAQs