Duty of Board Members to keep Board meeting discussions confidential

I am the President of a South Carolina HOA of approximately 270 single family homes. Our Board holds open meetings every other month where Members can attend and listen to the Board conduct its business. At these meetings we also hold a "members comments" portion to allow all Members to speak to the Board and express questions, concerns and ideas.

We also hold closed Board meetings whenever necessary to conduct the day to day business of our Association. Lately, some members of the association approach me and, in the coarse of conversation, it is obvious they are aware of the discussions the Board has had in the closed meetings. This means that one of our Board Members is telling other Association members the context of the closed Board Meeting discussions.

While control our Association was turned over to the Membership from the Developer four years ago, we are still working through many issues which were left unattended at the time of the transition. We continue to work through things like resolutions, rules and regulations, policies and procedures for committees, etc. Some of this requires discussions and expression of opinions that should not be released to the community. It is my opinion that a Board Members point of view and arguments for or against a proposition should remain confidential.

Minutes of our closed meetings are published and available to the general membership and all actions taken at closed meetings are reported and approved at our open Board Meetings.

Comments and ideas on the subject of confidentiality of discussions at Board Meetings.

Bill

If not open to members then they are secret meetings. I say this is wrong, improper, and open to wild speculation as to what is happening.

Members should be able to see their directors in their full glory. This is one way to decide if they truly represent you and if you do or do not want to retain them.

I say open up all meetings.

In my state, the statutes are very specific about open versus closed meetings. Any Board meeting must be posted 48 hrs in advance. The only time Board meetings are closed is if it concerns pending litigation or legal actions. In any closed Board meeting, that information is not shared with the owners. Even though I understand the rationale for having a closed legal meeting, anyone can go to the county courts and view the records anyway if it is about an open court case.

With others, I strongly agree that discussions among directors about day-to-day operations, rules, etc., should be in open meetings. If open meetings--regular, special, and even mergence and executive sessions aren't discussed in you bylaws, your state corporation codes might talk about them.

Youur closd meetings--exeutive sessions--as others have noted should only be for a very few topic mainly as Richard above mentions.

Steve, I am sure it happens. I just think the concept to keep owners out of legal meetings is kind of stupid because any owner can march down to the courthouse and ask to see the records on an open case (unless it involves something like child molestation). I can go look at lien cases, enforcement cases, etc if the Board takes legal action in the court system.

What you are looking at are the results of those meetings. The actual discussions on legal matters may involve strategy which you may not want the other side to know until it happens.

That sounds like the proper way to start an executive session. I don't see any issue so far. Someone should also be keeping minutes for executive sessions that only the BOD/Officers would have access to. As long as they are discussing proper topics for executive session, I see no issue.

Our Board recently decided to end a 3 year dispute with a HO about removing a tree. Year after year, our Arborist's report said that the tree had to go. The HO objected. This year, the Board decided to move ahead with removal.

The HO sued the HOA about a decade ago. The handwriting is on the wall on where this is going.

In response to our letter stating that the tree would be removed, the HO sent an email blast to the community at large in which she claimed that she was being harassed and victimized. An attorney/homeowner responded with his own email blast in which he questioned the Board's authority and offering his professional assistance.

The Board did not respond publicly. In our private email to the attorney/homeowner, we told him that we embraced him as a member of the community. However, if he was going to ask for any documents, we believed that he owed us the courtesy of letting us know when he was wearing his homeowner hat and when he was wearing his lawyer hat. Our obligations to homeowners are different than our obligations to attorneys. We also asked him to convey certain messages to his new "client" that she couldn't or chose not to comprehend.

Ultimately, the attorney/homeowner informed us that he didn't represent her and told us to stop communicating with him on the tree issue.

Ultimately, we decided to plan for litigation even though there was no direct threat of litigation. While our facts may be different than yours, there are always complexities to take into consideration. I don't think that this is an easy determination for any Board.

On the specific issues raised:
The confidentiality of the relationship does not end when the Board member no longer serves. Like any other confidential relationship, the confidence must be respected regardless of the Board member's subsequent actions.
Spouses are typically covered by D&O insurance for obvious reasons. But the confidentiality is not being respected when spouses talk among themselves openly. The Board members should be put on notice if this is happening.

WOW ... NpS another response I learned from and respect. How can I get you to take over my Board? ... Let's see, I would have it comprise of you, Tim, Banks and Ann ... That's the team that understands both sides and has real compassion as well as brains and grit!

However, I fail to understand how a HO could sue bc the souse spreads confidential information. Any slander likely wouldn't go outside the community so I don't see how a HO could claim any damages. That's a real hard lawsuit to win. Thoughts please.

There are, Walter, really good reasons to keep potential litigation confidential. I don't know about FL, but in CA--which is a very homeowner-friendly state--potential litigation is permitted to be discussed in ES only. So your opinion doesn't wash here.

Litigation between/against whom? If it is between a home owner and the HOA then it should be private. For instance, if a vendor should sue the HOA or vice versa, why should that be secret? Because the Board screwed up and gave the vendor/plaintiff a cause of Action? People have a right to know when the Board screws up.

Walt