Board Executive Session

JamesG20 (Oregon)
Posts: 6

Posted:

My HOA is proposing a large building envelope project. They plan to meet with a consultant to "discuss the project scope" in secret executive session. This is in Oregon. I don't see that the law nor bylaws allow an executive session for this purpose. The Bylaws make no mention of executive sessions and says all board meeting shall be open to owners.

Is there any recourse? Thank you.

SheliaH (Indiana)
Posts: 6,964

Posted:

Have you asked the board why they feel this should be in executive session? Executive sessions should be rare and are only used for sensitive issues, such as discussing legal action. If you didn't ask, why not? If you did, what was the response? Pose those questions at an open board meeting and make sure your neighbors are there so they can all hear the response (that'll be fun).

I don't see a reason why this should be in executive session. If the board is concerned homeowners will interrupt with various questions and comments, simply remind everyone at the start this is a BUSINESS meeting to discuss association issues and in order to get through all agenda items, no questions or comments will be allowed from the floor. Homeowners are welcome to stay and listen to the proceedings.

By having the consultant at the meeting, people can hear the entire discussion and take notes. Afterwards, the board could hold a special homeowner meeting afterward to discuss the matter in more detail. For starters, I'd want to know what the project entails, how long would it take, why it's necessary and how much will all this cost (especially if a special assessment would be necessary).

PS: There may be something else in the Bylaws that allow executive sessions (sometimes it takes some doing to get through the legalese to find it).

If it is not right do not do it; if it is not true do not say it. Marcus Aurelius

JohnC46 (South Carolina)
Posts: 14,265

Posted:

Quote:

Posted By SheliaH on 06/20/2022 12:35 PM
Have you asked the board why they feel this should be in executive session? Executive sessions should be rare and are only used for sensitive issues, such as discussing legal action. If you didn't ask, why not? If you did, what was the response? Pose those questions at an open board meeting and make sure your neighbors are there so they can all hear the response (that'll be fun).

I don't see a reason why this should be in executive session. If the board is concerned homeowners will interrupt with various questions and comments, simply remind everyone at the start this is a BUSINESS meeting to discuss association issues and in order to get through all agenda items, no questions or comments will be allowed from the floor. Homeowners are welcome to stay and listen to the proceedings.

By having the consultant at the meeting, people can hear the entire discussion and take notes. Afterwards, the board could hold a special homeowner meeting afterward to discuss the matter in more detail. For starters, I'd want to know what the project entails, how long would it take, why it's necessary and how much will all this cost (especially if a special assessment would be necessary).

PS: There may be something else in the Bylaws that allow executive sessions (sometimes it takes some doing to get through the legalese to find it).

I agree.

MichaelT21 (Arkansas)
Posts: 501

Posted:

Normally I would consider this open session.

But it's possible that there are details that they don't want out there in the open because the contract has not been finalized and let, and perhaps a contractor that has listened to this particular discussion between the consultant and the board might gain information that other contractors have not. Thus, the board might be in the right to keep the meeting closed if it is to maintain the integrity of the bidding process.

Really hard to say since I'm not there.

And honestly, as a board member, I think that homeowner attendance at meetings isn't highly purposeful. Homeowners aren't allowed to participate or ask questions, all they can do is hear the discussions. While having open meetings is good for transparency and to ensure homeowners don't think secret stuff is happening at meetings, I don't think there is a lot of actual value for homeowners to hear the details.

I personally would encourage interested homeowners to spend 5 minutes reading meeting minutes rather than 90 minutes attending a boring meeting.

SteveH35 (Washington)
Posts: 339

Posted:

Quote:

Posted By JamesG20 on 06/20/2022 12:17 PM
My HOA is proposing a large building envelope project. They plan to meet with a consultant to "discuss the project scope" in secret executive session. This is in Oregon. I don't see that the law nor bylaws allow an executive session for this purpose. The Bylaws make no mention of executive sessions and says all board meeting shall be open to owners.

Is there any recourse? Thank you.

James,

What you'll find is typical is that meetings with vendors do not always occur during Board meetings. That being said, your Board should not generally have a quorum present in meetings other than your Board meetings unless there's a special circumstance (a meeting with your attorney to discuss privileged information might be a good example).

All of that said, it seems strange to call a special meeting and close it to meet with a building consultant.

Regards,
Steve

KerryL1 (California)
Posts: 14,550

Posted:

CA could be very different than OR, James, but HOA board here are permitted to meet in executive session concerning "contracts in formation." If your board will be discussing pricing in order to put together a scope of work, and perhaps a request for proposals, Executive session might be OK. They legitimately do not want these numbers floating around to others including potential contracts.

Sounds like you're a multi-story condo? My HOA is. For a project the size you're suggesting, the Board might consider forming an ad hoc Committee. Maybe check around and see if you'd like to organize one IF the board seems interested.

JamesG20 (Oregon)
Posts: 6

Posted:

The board and property manager will not reply to questions regarding why an executive session is necessary. This hoa and board have a history of secrecy and gross incompetence. They missed a large water leak for 3 years even though average use was 5x the normal household. The building envelope project (mainly siding repairs) is proposed at $40k per unit and would have to be a special assessment because there are no reserves to pay this. Not surprisingly this is a sensitive topic within the community. Have a secret meeting to discuss project scope appears very crooked. I suspect they simply don't want criticism nor owner comments but it could be something more nefarious. This is my first time in an hoa and it's been horrible.

SheliaH (Indiana)
Posts: 6,964

Posted:

Well, Michael, if the board members were the only people paying for this, I might agree, but this is a large project and ultimately the homeowners have to pay for it, so they should know where the money’s going.

And we’ve debated homeowner presence at board meetings before – if having virtually no one there works for your community, fine, I'd rather have them sit through the 90 minutes or so listening to what’s actually said and then asking questions as opposed to guessing and listening to rumors. I know not everyone will show up or stay (ours usually leave after the resident forum), but I can’t control how they feel about the conversation or whether it’s too short or long. This is a business meeting, not a TV show, and we aren't here to entertain - although occasionally, there are elements of The Real Housewives of Whatever. Or the Walking Dead Or some nature show on BBC or Animal Planet!

If it is not right do not do it; if it is not true do not say it. Marcus Aurelius

JamesG20 (Oregon)
Posts: 6

Posted:

Quote:

Posted By KerryL1 on 06/20/2022 12:47 PM
CA could be very different than OR, James, but HOA board here are permitted to meet in executive session concerning "contracts in formation." If your board will be discussing pricing in order to put together a scope of work, and perhaps a request for proposals, Executive session might be OK. They legitimately do not want these numbers floating around to others including potential contracts.

Sounds like you're a multi-story condo? My HOA is. For a project the size you're suggesting, the Board might consider forming an ad hoc Committee. Maybe check around and see if you'd like to organize one IF the board seems interested.

This is a community of 66 single story townhomes. I'm sure they don't want numbers floating around amongst owners.

JohnC46 (South Carolina)
Posts: 14,265

Posted:

James

As this would require a special assessment ultimately the owners will make the final decision, not the BOD. Let us just hope at this time the BOD is just working on formulating the scope and cost of the project. Let us also hope they get more then one bid.

MichaelT21 (Arkansas)
Posts: 501

Posted:

Quote:

Posted By SheliaH on 06/20/2022 12:55 PM
Well, Michael, if the board members were the only people paying for this, I might agree, but this is a large project and ultimately the homeowners have to pay for it, so they should know where the money’s going.

And we’ve debated homeowner presence at board meetings before – if having virtually no one there works for your community, fine, I'd rather have them sit through the 90 minutes or so listening to what’s actually said and then asking questions as opposed to guessing and listening to rumors. I know not everyone will show up or stay (ours usually leave after the resident forum), but I can’t control how they feel about the conversation or whether it’s too short or long. This is a business meeting, not a TV show, and we aren't here to entertain - although occasionally, there are elements of The Real Housewives of Whatever. Or the Walking Dead Or some nature show on BBC or Animal Planet!

Shelia, it's not that I do or don't want homeowners present at our meeting. They don't come regardless of my preference. We have sent out 1,096 e-mails (total) to homeowners with Zoom links inviting them to our Board meeting, and we have had a grand total of 3 homeowners respond to the Zoom links and attend. That's not three per meeting. That is a total of 3 guests from the 1,096 e-mail invitations that we have sent.

I can't make them come even if I wanted them there.

SheliaH (Indiana)
Posts: 6,964

Posted:

Quote:

Posted By JamesG20 on 06/20/2022 12:50 PM
The board and property manager will not reply to questions regarding why an executive session is necessary. This hoa and board have a history of secrecy and gross incompetence. They missed a large water leak for 3 years even though average use was 5x the normal household. The building envelope project (mainly siding repairs) is proposed at $40k per unit and would have to be a special assessment because there are no reserves to pay this. Not surprisingly this is a sensitive topic within the community. Have a secret meeting to discuss project scope appears very crooked. I suspect they simply don't want criticism nor owner comments but it could be something more nefarious. This is my first time in an hoa and it's been horrible.

I don’t doubt all of this happened, but where did you get your information? If it’s from other homeowners that’s fine, but I’d like to know where THEY were when all of this was going on? Have you asked them? If the board is that incompetent, they can be voted out or recalled, but read a few conversations on this website and you’ll find out pretty quickly how much drama that can entail.

This is your first time in an HOA, so I hope you stick with working to find out what this board is doing and why – sometimes it takes a newbie (or several) to shake incompetent/rouge boards out of their stupor. Consider this a good opportunity to get to know your neighbors – maybe some have tried to push the board into doing what’s right, but no one else cared until now. When all of you get together, anything could happen – including you being elected to the board itself! Good luck to you.

If it is not right do not do it; if it is not true do not say it. Marcus Aurelius

JamesG20 (Oregon)
Posts: 6

Posted:

Quote:

Posted By JohnC46 on 06/20/2022 12:59 PM
James

As this would require a special assessment ultimately the owners will make the final decision, not the BOD. Let us just hope at this time the BOD is just working on formulating the scope and cost of the project. Let us also hope they get more then one bid.

The bylaws appear to say the Board has authority to approve a special assessment without owner vote. Owners elect the board of course but there are rarely more than 1 candidate for each open position so whoever wants to be on the board is automatically "elected".

JohnC46 (South Carolina)
Posts: 14,265

Posted:

Quote:

Posted By MichaelT21 on 06/20/2022 1:02 PM

Posted By SheliaH on 06/20/2022 12:55 PM
Well, Michael, if the board members were the only people paying for this, I might agree, but this is a large project and ultimately the homeowners have to pay for it, so they should know where the money’s going.

And we’ve debated homeowner presence at board meetings before – if having virtually no one there works for your community, fine, I'd rather have them sit through the 90 minutes or so listening to what’s actually said and then asking questions as opposed to guessing and listening to rumors. I know not everyone will show up or stay (ours usually leave after the resident forum), but I can’t control how they feel about the conversation or whether it’s too short or long. This is a business meeting, not a TV show, and we aren't here to entertain - although occasionally, there are elements of The Real Housewives of Whatever. Or the Walking Dead Or some nature show on BBC or Animal Planet!

Shelia, it's not that I do or don't want homeowners present at our meeting. They don't come regardless of my preference. We have sent out 1,096 e-mails (total) to homeowners with Zoom links inviting them to our Board meeting, and we have had a grand total of 3 homeowners respond to the Zoom links and attend. That's not three per meeting. That is a total of 3 guests from the 1,096 e-mail invitations that we have sent.

I can't make them come even if I wanted them there.

Mention a special assessment or dues increase in the Email and they will beat a door down to attend a meeting.

JamesG20 (Oregon)
Posts: 6

Posted:

Quote:

Posted By SheliaH on 06/20/2022 1:03 PM

Posted By JamesG20 on 06/20/2022 12:50 PM
The board and property manager will not reply to questions regarding why an executive session is necessary. This hoa and board have a history of secrecy and gross incompetence. They missed a large water leak for 3 years even though average use was 5x the normal household. The building envelope project (mainly siding repairs) is proposed at $40k per unit and would have to be a special assessment because there are no reserves to pay this. Not surprisingly this is a sensitive topic within the community. Have a secret meeting to discuss project scope appears very crooked. I suspect they simply don't want criticism nor owner comments but it could be something more nefarious. This is my first time in an hoa and it's been horrible.

I don’t doubt all of this happened, but where did you get your information? If it’s from other homeowners that’s fine, but I’d like to know where THEY were when all of this was going on? Have you asked them? If the board is that incompetent, they can be voted out or recalled, but read a few conversations on this website and you’ll find out pretty quickly how much drama that can entail.

This is your first time in an HOA, so I hope you stick with working to find out what this board is doing and why – sometimes it takes a newbie (or several) to shake incompetent/rouge boards out of their stupor. Consider this a good opportunity to get to know your neighbors – maybe some have tried to push the board into doing what’s right, but no one else cared until now. When all of you get together, anything could happen – including you being elected to the board itself! Good luck to you.

I've owned this condo for around 10 years and my Mom lives in it. I live in California so being on the board feasible for me. I follow the HOA closely and it's been one fiasco after another. I personally told them about the water issue. It took me about 1 minute of looking at the water bill to discover there is a huge problem. Water used divided by units was over 500 gallons per day per home. They blew me off. Said it was likely leaky toilets and owners' responsibility. The HOA pays the water/sewer for the entire community and includes as part of HOA fee. Finally the City informed them there was a large leak and threatened to impose a fine unless it's detected and repaired. Sure enough a large lead was detected then repaired.

JamesG20 (Oregon)
Posts: 6

Posted:

Can a board hold an executive session contrary to bylaws and statute without repercussion? I see no penalties in the statutes. I'm not sure suing would do any good either because there are no direct damages.

KerryL1 (California)
Posts: 14,550

Posted:

You might see more about special assessments in your CC&Rs (declaration, covenants, deed restrictions) than in your Bylaws. If OR has HOA statutes, check there, too. Also check in HOA statutes under what circumstances HOA boards may hold executive sessions.

MichaelT21 (Arkansas)
Posts: 501

Posted:

But whether the Board is following the law or not, there is little recourse to remedy the situation. The only mechanism is to file a lawsuit, and see how long until the Board changes course. Or if you CC&Rs offer a binding arbitration procedure, perhaps you can invoke that and see if the Board backs down. Both will have a cost to them, either in the form of money, time, and stress.

The best course of action is for the OP to try to join the Board and create change from within and also be a decision maker. I don't think the OP is wanting that but it's one of the best options (low cost, low stress, not low time though).

JohnC46 (South Carolina)
Posts: 14,265

Posted:

James

Kerry hit the nail on the head. Also, rarely can a BOD do a Special Assessment without owner approval unless an emergency. You need to read the docs closer, or have a lawyer do it for you, concerning Special Assessments.