Closed Sessions NC HOA

Your state's non profit corporation law does allow for boards to go into executive session.

Rick:

The NCPCA and General Statutes Chapter 55A Does allow for a board to go into closed executive session to discuss personal, private or matters that could be confidential to another homeowner.

Rick,

I checked out Chapt 47F and Capt 55A and couldn't find any reference to "executive" sessions of board meetings either. AZ has an open meeting law which allows a board to conduct a closed session but only for discussion of 4 specific topics, one of which is "legal advice from an attorney". It would not be uncommon for this to be allowed in a closed (executive) session mainly because of the "attorney/client privilege". AZ law also does NOT require the board to reconvene the open session to state what was discussed in the closed session. Board actions and voting may be conducted in the closed session also. I know different states may have different requirements. Since I couldn't find any for NC I just thought I'd let you know what AZ law dictates. When there are no specific state laws the board can pretty much do as they please as long as they do not violate the gov. docs.

Robert,

I checked out the NC statutes and could not find any addressing a closed session, much less the proper procedure to conduct a closed session. In fact there wasn't much on board meetings at all. There apparently is no open meeting law. Even the AZ open meeting law does not state the proper procedure for holding a closed session, only the topics that can be discussed in a closed session. In fact there are no AZ statutes that even address the proper procedure for conducting a meeting, whether it be a board or a members' meeting. I don't believe this is a topic addressed by state law in very many, if any, states.

I have heard people say the proper procedure is to announce at the close of the open session that the board is adjourning into a closed session. Upon completion of the business of the closed session the board then reconvenes in an open session and announces what was discussed in the closed session and, if need be, votes on any issues that were discussed in the closed session. I don't know where this procedure came from; perhaps a bunch of attorneys or property managers got together and formulated it. Or it may be stuck in a state law somewhere. I don't know. But, what I do know is if it isn't outlined in the gov docs or in state law then it doesn't have to be done that way.

I don't believe Rick is a board member since he stated he didn't know if the BOD conducted any business during the closed session. With regard to Rick's basic concerns, I will reiterate what I said in my last message: "When there are no specific state laws the board can pretty much do as they please as long as they do not violate the gov. docs."

Susan,
Not to be argumentative, but can we really define Parliamentary Procedures as what HOA's practice? I have had posted doubts about the procedural rules in closed session here in the past. I have never found an authoritative reference to be followed. Certainly my experience and what I gleaned from this site, everyone pretty much does what they want, and are willing to accept a legal challenge about what they do. Presently our Board will call an ES as a special meeting of the Board. There is no report of what was discussed or most time no report of vote. As far as closing the Board meeting for executive session, they don't have to because only Board members can attend special meetings of Board. If questioned as to actions taken or votes it is nearly always no decisions were made so no report need be given. Can you go into ES to handle more than one item? I don't know. Does the Board make a notice of ES, I suppose the notice is the call for ES of the Board. There seems to be an attitude with our Board that this is no big deal and the Board has the authority to do it the way they want.

I know our POA (Umbrella) does follow the rules as you state them. Is that the norm? I doubt it, not from reading these posts.

Robert,

AZ does have an open meeting law which outlines the 4 specific topics that can be discussed in a closed session. The OML also requires ALL meetings of the board (which would include an exec session) to be noticed to the members even though the members cannot attend an ES. However, there is nothing contained in any AZ statute (nonprofit corp statutes included) which outline the procedure to be followed during a closed session or even an open session. The procedure to follow is pretty much left up to the BOD to determine. My assn board uses the same "procedure" to conduct a closed session as for an open session. Since AZ law does not prohibit actions and votes to be taken in a closed session the board can do this. And since AZ law does not require a board to make a report in open session of actions or votes taken in a closed session, our board doesn't do this either. In answer to your question, IAW AZ law at least, YES, the board may discuss and even act upon more than one issue in a closed session.

The bottom line is this: if procedures for conducting a closed session are not stated in the gov docs or state law then the board can adopt whatever procedure they so choose.

From the discussions rendered I come up with confirming my initial findings that NC statutes do not provide a closed session law for HOAs. Unless I hire an attorney I have to accept the fact that in NC the BOD of an HOA in regards to closed sessions can do what they want. Even then it is apparent I am still on weak ground.

I did receive an answer to my letter to the board that came through the attorney which basically said I was wrong (Surprise!!!!). I would have hoped that the attorney realized he represents the entire association, not just the BOD, and would have counseled the board to adopt a "closed session" policy or even amend the by-laws. You know, something to show some transparency and accountability. There has been no discussion regarding that happening. I haven't given up yet.
Thanks,
RickB