Executive Sessions

The following info is quoted directly from the Participant Workbook of the M-100 course, "The Essentials of Community Association Management"-- one of the many educational courses offered through the Professional Management Development Program of the COMMUNITY ASSOCIATIONS INSTITUTE (CAI), Copyright 2003. I quote directly from page 82 of the workbook, as follows:

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Executive Sessions

There are time when a board must hold a discussion or make decisions of a sensitive nature. Many states have so-called "sunshine laws" which limit the reasons why a governing board may go into a closed or executive session.

The topics that commonly require an executive session and are allowable by law usually include:
- Personnel issues
- Contract negotiations and discussions
- Lawsuits and other legal matters
- Governing document violations

While discussions in executive sessions are secret and separate privileged minutes are kept, any decisions made must be brought to an open session and voted on there. Privileged means that access to and use of the minutes by others is restricted.

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Hope this info will be helpful to you.

Charles Baker
Community Association Manager

I just want to add that EVERY executive session must be "bookmarked" - you must state the reason in open meeting before entering ES and you must state the outcome when you exit ES, once again in open meeting. You do not discuss the discussions during ES, but you must disclose the "enter" and "exit" of the ES.

I cannot speak to the "intention" of your board, but we hold the open/resident segment near the end of the meeting so that membership can hear all of the business of the HOA. I would hope that our ES NEVER lasted more than 10-15 minutes (if the meeting agenda and background information is/has been readied for the board members prior). If there is the need for that level of discussion in ES, unless you have a large, or very large board, it seems that most if not all of the issues could have been worked out, researched, etc prior to the meeting, so that the board members had better handles/understanding of the issues. Regardless, an hour long ES, with membership waiting seems excessive - most if not all board meeting should be limited to under two hours, if "half" is ES, I would assume that something is wrong (not amiss, just that there was poor preparation).

I also am interested in how other HOA meetings are held. I live in a development with 42 homes. Our HOA holds an annual meeting once per year. Because the board only holds one meeting per year, that meeting really is a mess to say the least. People hold issues in for an entire year and really the result is not pleasant. I have just recently started doing some reading, trying to learn more about how an HOA should be run. If I am reading correctly, decisions can not be made at an "Executive Session." So with only one annual meeting a year, I'm questioning if our board is operating correctly. I know they meet quite often, but the rest of the development is never invited. We just see them walking home from each other's homes or having discussions on the sidewalk. Being kept in the dark only upsets the neighbors even more. Any help, suggestions, or comments on your experiences would be greatly appreciated! I am up for a position on the board right now, and if i do get voted in I would really like to improve the communiation with everyone in the community.

Thanks!

Hi Art:

You might want to check your state laws regarding executive sessions as well.

These are the legitimate uses in Oregon (from ORS 94.640):
(A) Consultation with legal counsel concerning the rights and duties of the association regarding existing or potential litigation, or criminal matters;
(B) Personnel matters, including salary negotiations and employee discipline;
(C) Negotiation of contracts with third parties; and
(D) Collection of unpaid assessments.

The condominium act (ORS 100) mirrors this for condo associations.

J. Patrick Moore, CMCA

Mindy, those homeowners attending a Board meeting in Colorado, under CCIOA (state statute), have the right to speak prior to votes being taken. It is always a good policy to make minutes available. A member secure web site is a great place to post them; otherwise we emailed to those homeowners who request copies. An executive session should be on the agenda. Minutes should not be kept, nor voting done, during an executive session.

Mindy:

We do ours a little different and it has worked so far. We usually set aside the last part of the meeting for any questions or items to be asked by any member. But we also allow our members to interject their thoughts on topics the BOD is discussing prior to a vote. I am one of those people that I think it is a good idea to do if it is manageable, there have been times where some residents have had some good thoughts that made the board stop and think about what we were doing.

So far it hasn't been an issue, we typically have 20-25 people at a board meeting and our meetings generally are an hour to an hour and 30 minutes at most. I think the key is you have to have a president who can keep the flow of the meeting going and knows when to turn off the discussion button. Unless your documents bind you to Roberts Rules you can structure it however you want.