Too Many HOA / Condo Board Executive Session Meetings? What’s Up?

Owners in condos and HOAs like to know what’s going on. There are many occasions where boardss are keeping information too close to the vest – and I have suggested that breeds distrust.

Here is an email from  just such a concerned owner:

“I am a homeowner in xxxxxx who is currently battling the Board of Directors regarding executive sessions. The board routinely plans at least two, and sometimes as many as four executive sessions a month, and has the same boilerplate agenda each time.
There is no summary included in the regular monthly meeting that follows, just a list a dates and a statement that they discussed issues permitted by the Davis-Sterling act. The last board minutes included eight dates and one sentence to cover all eight meetings.
It is apparent from statements the board members have made that much more is discussed at the executive meetings that is permitted by the act. They hide behind the opaque agenda and even more opaque minutes, as well as the legal opinion of counsel.
I have advised members that their actions are breaking the law, and cite the specific code provisions that are violated, but they have not even given me the courtesy of a reply.”
See what I mean? The more secret meetings there are the more “up in arms” the owners get.
The law says this:
Civil Code Section 1363.05(b):  “Any member of the association may attend meetings of the board of directors of the association, except when the board adjourns to, or meets solely in, executive session to consider litigation, matters relating to the formation of contracts with third parties, member discipline, personnel matters, or to meet with a member, upon the member’s request, regarding the member’s payment of assessments, as specified in Section 1367 or 1367.1. “
That section also allows for executive sessions for disciplinary matters. And meetings with the association board and the association attorney are subject to the attorney-client privilege.
And the minutes of executive sessions are not subject to inspection by the membership, but the minutes from open meetings are. CC 1363.05,  requires that when the Board meets in executive session the purpose must be noted in the next open meeting minutes. But the executive session minutes do not have to be attached. To do so would defeat the purpose of the executive session confidentiality statutes.
There is a purpose to confidentiality and the reason it is acknolwedged in the law is for the protection of associations. People not within the leadership circle are not bound by the higher duty the board has and there is no control over what might be done with the confidential information gained in the executive sessions. Strategies in legal actions or defense might be disclosed and jeopardize the association’s standing. Discussions over benefits and salary if opened up could jeopardize the neg0tiations ability of the Board, or cause problems for the vendor or employee. Disciplinary matters could be embarrassing to the owners who are under scrutiny.
Boards sometimes are embarrassed to talk about money issues like budget shortfalls and will look for any way possible to avoid talking about them in public (meaning in an open meeting). And when this is the case, owners are hard hit and mad when it finally comes out there are money problems. Money problems are not subject to executive session discussions unless the core of the problem relates to one of the above blessed topics.
When boards are holding a lot of executive session meetings, it sure does mean something is going on. If they would at least tell owners something about what is going on, without disclosing confidences, it could help avoid the added problem of political uprising, revolt, and the like.
But bottom line, if the executive sessions described above relate to legit topics, then the one liner subject tying them to the purposes (so one can identify whether the topic is subject to execcutive session) and leaving out details is appropriate.  It’s not illegal.
Homeowners are in much better position to address what the perceived issues are if they are informed. The law is complicated so criticism for mistating it is not my goal. But encouragement to get informed is. One can access the codes and also a lot of free information as well as low cost publications at the Guru website – And, I do owner consultations as well and have helped many owners figure out how to get more information in situations like this.


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