Executive sessions

I've never heard of the IRS having such a requirement. The association is a corporation, and laws regarding corporate governance are generally at the state level. I would say minutes should be kept for executive sessions because otherwise there is no record of what decisions are made. With no minutes, there is no proof that a decision was passed. If the decision wasn't unanimous, dissenting directors could even claim the decision wasn't made.

Note that minutes should not attempt to be a transcript of the meeting and everything that is said, they should be a record of actions taken. Example:
Joe moved to buy pencils for $5.00 from Staples.
Sue seconded.
Motion passed unanimously.

If desired, they could also be a brief mention of topics discussed such as:
Board discussed concerns with landscaping vendor and how to address

Any association records could be subpoenaed by a court.

Hi, we were told that they were to be confidential ie. Hr issues for example. The problem is with no minutes, board members say something wasnt decided.

We are doing things correctly in exec session, but we have no minutes to refer back to. Just want to be sure keeping confidential minutes is appeopriate going forward. Sounds like it is.

That's possible. I did some Googling on the topic and one stated:

"Executive sessions are intended to protect the innocent and assure confidentiality about sensitive matters. The time spent in executive session is not for formal voting, rather time spent sorting things out privately. Board members don’t take any parliamentary action during an executive session."

This is why executive sessions should be RARE. Most HOAs do them when they're discussing sensitive issues like litigation by or against the association, homeowner delinquencies, or board member discipline. Generally, someone makes a motion to move the meeting into executive session during an OPEN meeting, another would second it, people vote and if the motion passes, everyone's sent home and the board has their discussion. If a session is to be held before a regular meeting (our board did that once or twice when I was on it), we'd make the motion and schedule the meeting date and time right there. Regular board meeting minutes could note the board went into executive session to discuss legal action against delinquent homeowners (no names), the time the session started and ended, and the length of time of the session. As to who said what, that's between the board members.

Another website stated HOAs should refer to their state statutes and guidelines regarding executive session minutes, so you need to run this past the association attorney. From there, I'd set a formal policy indicating under what circumstances they're to be held, how they're called, etc. That policy would also be adopted by a resolution during an OPEN meeting.

Personally, I think your board needs to reduce the number of executive sessions because it looks like too many decisions are made privately that should be discussed and voted upon during open meetings. This way everyone heard the thinking behind the decisions being made.

If no votes were taken, then the minutes should say when convened and when ended. Nothing else.

States vary on whether votes can be taken in ex. sess. We do vote in executive session, for example, on whether to fine an owner and if so, how much.

to disagree with JohnC a bit. I'm not certain about this--might be in Robert's Rules-- but I think it's best to list each agenda item in the minutes and what happened to it. If the Board took no action, the minutes might say: "The Board decided to take no action." This way everyone knows the item was on the agenda and not accidentally missed.

Nonsense.

I agree with Mark. The code says you have to keep records (not discard them). That is different from saying you have to create a record.

I think "keep" in the usage in MarkW's quote means write or take minutes. I do not think it means storing them. His citations, btw, seems to be from CA civil & corp. codes.

"Keep" in the SC code does seem a little ambiguous. Yet, a column by a CA HOA attorney recently said if it's not in the minutes it didn't happen. This suggest that minutes should be taken at every board meeting for, if nothin else, future reference.