6 Reasons a Board Should Hold an HOA Executive Session

An HOA board of directors has the legal right to hold private meetings, known as executive sessions, to discuss confidential matters that affect the association. These sessions are governed by state laws and HOA bylaws, ensuring that sensitive topics are handled appropriately.

Understanding when and how to hold an HOA executive session is essential for compliance and effective governance. Below, we cover who can attend, notification requirements, meeting formats, and the six key reasons an HOA board may hold an executive session.

Who Can Attend an HOA Executive Session?

In addition to HOA board members, the following individuals may be permitted to attend:

• HOA attorneys for legal guidance.
• Community association managers or management company representatives.
• Minute recorders responsible for documenting the session.
• Third parties involved in contracts or business with the association.
• Homeowners attending disciplinary hearings, along with a witness, if applicable.

Non-board members attending a disciplinary hearing may only stay for the portion of the session that pertains to their case.

Notification Requirements for Executive Sessions

The timing and notification requirements for HOA executive sessions vary by state. In general:

• Advance Notice: Some states require at least two days' notice before an executive session, while others may have longer requirements.
• Open Meeting Mention: If an executive session is held with an open meeting, it must be included in the open meeting’s notice—which typically must be posted four days in advance.
• Agenda Requirements: The agenda for an executive session must be shared, but due to the confidential nature of these meetings, it should be written in general terms rather than disclosing sensitive details.

Always refer to state-specific HOA laws to ensure compliance with notification and timing regulations.

In-Person vs. Virtual Executive Sessions

• Most states allow virtual participation, meaning board members may join via phone or video as long as other directors can hear them.
• Emergency meetings may allow for email discussions or unanimous written consent, but these should be used only when permitted by state law.

Consult state guidelines to confirm acceptable formats for HOA executive sessions.

6 Reasons an HOA Board Should Hold an Executive Session

HOA boards are limited in what they can discuss in an executive session. Below are six key reasons why a board may hold a private meeting:

1. Legal Matters

The board may hold an executive session to discuss:

• Pending lawsuits involving the HOA.
• Legal disputes with homeowners or contractors.
• Settlement discussions and legal strategies.

2. Third-Party Contracts

Boards may use executive sessions to review existing or future contracts, including:

• Vendor agreements for maintenance, landscaping, or security.
• Negotiations for new services.
• Contract disputes or terminations.

3. Disciplinary Hearings

HOAs can hold disciplinary hearings in executive sessions for violations of association rules. Homeowners under review:

• May attend their own hearing with a witness.
• Cannot record the meeting but may publicly discuss the outcome.
• May be subject to fines or penalties based on board decisions.

4. Employee Matters

Personnel discussions must remain confidential and may include:

• Hiring and termination decisions.
• Performance reviews and salary adjustments.
• Employee complaints or disputes.

5. Repayment Plans for Delinquent Assessments

If a homeowner requests a payment plan for overdue assessments, the board can hold an executive session to:

• Review financial hardship claims.
• Negotiate repayment terms.
• Decide on approval or denial of the request.

6. Foreclosure Decisions

HOA boards cannot delegate foreclosure decisions to a management company or third party. Instead, they must:

• Hold an executive session to discuss delinquent properties.
• Vote on whether to proceed with foreclosure.
• Ensure all legal procedures are followed before taking action.

These matters require strict confidentiality to protect homeowner privacy and prevent legal risks for the association.

Keeping Minutes for HOA Executive Sessions

• HOA boards should follow state laws regarding recording minutes for executive sessions.
• The board must acknowledge the executive session in the next open meeting, but details remain confidential.
• Homeowners do not have access to executive session minutes.

Since executive sessions handle sensitive matters, proper documentation and compliance are crucial for legal protection.

Navigate HOA Executive Sessions with Confidence

Executive sessions play a vital role in HOA governance, ensuring that legal, financial, and disciplinary matters are handled confidentially and professionally.

If your HOA board needs assistance managing executive sessions, RealManage can provide expert guidance on legal compliance, documentation, and community management.

Contact RealManage today to learn how we can support your HOA’s leadership and operations.