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Executive Session

Governance

A closed, non-public portion of a board meeting used for sensitive or confidential matters.

Definition

An executive session (sometimes called a closed session) is a portion of a board meeting from which homeowners are excluded. The board may go into executive session to discuss matters that must remain confidential — typically: pending or threatened litigation, contracts under negotiation, personnel matters, member discipline hearings, or communications with legal counsel. Most state HOA laws and open-meeting requirements allow executive sessions for these specific purposes but prohibit boards from conducting general business in secret. The board may vote in executive session on appropriate matters, with only the vote and its general subject recorded in the minutes — not the substance of the discussion.

Why It Matters for HOA Boards

Executive sessions protect the association's legal position and individual privacy. Abusing executive session to avoid transparency or make decisions that should be public is a governance violation.

Frequently Asked Questions

Can homeowners demand to attend executive sessions?
No. By definition, executive sessions exclude non-board members. However, the board may invite specific individuals (such as the homeowner being discussed in a discipline hearing) as appropriate.

Related Terms

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This page provides general information only — not legal or financial advice. HOA laws vary by state and community. Always consult your governing documents and an HOA attorney for guidance specific to your situation.