The purpose and protocol for executive sessions in a homeowners association are often misunderstood by both homeowners and board members. HOA Board members may call an executive session to discuss important matters and make crucial decisions involving privileged and private information. Below are some frequently asked questions that you might have about executive sessions that will help to increase your knowledge and fulfill your duty to be informed as a member of the Board.
Q: Are board members/trustees allowed to see minutes taken at Executive Board Sessions? If so, can and how does a board member challenge or correct EBS minutes?
A: The HOA board meeting and the business conducted in the meeting could be challenged. It would then depend upon the particulars of the meeting and what transpired after as to how the challenge might have an effect upon the Board, the homeowners association, etc. It is just better to follow the law from the beginning by giving the appropriate notice so that you do not bring on more risk of a challenge.
Q: Can I ask the property manager if a vote was taken and passed at the Executive Meeting regarding removing our security guard?
A: It never hurts to ask. If there are confidential aspects to what the HOA Board did, that may determine how much they will or will not be able to tell. The Board should generally report on the actions taken in executive session at the next Board meeting.
Q: What are the ramifications of not notifying Association members of an executive session?
A: Failure to notify members of the homeowners association about an executive session is against the law in California as mentioned in Civil Code §1363.05 of the Davis-Stirling Act. Notice is required, regardless of what the Association’s governing documents say. Notice of an executive session should be given to members at least two days prior to the meeting, but no details from the agenda are required to be revealed.
Q: When the Board decides to replace a vendor, should the vote take place in an open or closed meeting?
A: If the Board is replacing a vendor this could be done in either an open meeting or in executive session. Check your Association’s CC&Rs to see if it is specified.
Q: Can HOA board members vote in a closed session?
A: Yes, Board members can vote in a closed or executive session. They vote on private, executive session issues, such as legal issues, contracts, initiating foreclosure, disciplinary actions, personnel matters, assessments, and other approved executive session topics.
When the need arises for an executive session in your homeowners association, understanding your rights and responsibilities as an HOA board member will help you make better decisions on behalf of the community and fulfill your duty to protect, enhance and maintain the Association.