A board member asks, mid-meeting, "should we really be discussing Unit 14's unpaid balance in front of everyone?" It's a fair question, and the answer is usually no, but the instinct to take everything sensitive into a closed-door conversation goes too far in the other direction. Most HOA board business is supposed to happen in the open. Executive session is a narrow, defined exception, not a way to avoid scrutiny on anything the board would rather not discuss publicly.
This is general information, not legal advice. Open meeting requirements and the specific categories that qualify for executive session vary by state and are sometimes addressed directly in governing documents. Confirm your state's requirements with the association's attorney, particularly before excluding owners from a meeting.
In most states, meetings of the board where association business is discussed and decided must generally be open to owners, with advance notice of the date, time, and location (or how to join, for virtual meetings). This includes routine business: approving expenditures, reviewing the budget, discussing maintenance projects, and voting on rule changes. Owners don't necessarily have the right to participate in the discussion, many associations have an owner comment period instead, but they generally have the right to observe.
This default matters because it's easy for a board, especially a small, all-volunteer one, to drift toward treating every meeting as informal and every topic as fair game for a private conversation "to save time." Routine business conducted in private, even with good intentions, undermines the transparency that owners are generally entitled to and can create real problems if a decision is later challenged and the association can't point to an open, properly noticed meeting where it was made.
Executive session is a closed portion of an otherwise open meeting, reserved for a limited set of topics where discussing them publicly would cause real harm, to an individual's privacy, to the association's legal position, or to an ongoing negotiation. It's typically entered into formally, the board votes or agrees to go into executive session, owners (and anyone else not entitled to be present) leave or are excluded from that portion, and the meeting resumes in open session afterward.
The key framing: executive session is for specific categories of sensitive topics, not a general "private board chat" that happens whenever the board prefers fewer eyes on the conversation.
While the exact categories vary by state, the topics that most consistently qualify include:
Executive session is not for avoiding an awkward conversation. Budget discussions, vendor selection in general (as opposed to active negotiation specifics), rule changes, community-wide policy debates, and routine disagreements among board members are not typically valid reasons to close a meeting, even if the topic is contentious.
A useful test: if the topic is about the community's policies or finances in general, it belongs in open session, even if some board members disagree about it. If the topic is about a specific individual's private information, a legal strategy, or an active negotiation, it's more likely to belong in executive session. When in doubt, the safer default is to keep the discussion open and address only the genuinely sensitive details, such as a specific owner's name and balance, privately.
The general board minutes, the ones available to owners, typically note that the board entered and exited executive session and broadly what category it covered ("the board met in executive session to discuss a pending legal matter"), without recording the substantive discussion. See our guide on board meeting minutes for how minutes should be structured generally.
Importantly, many states require that any final vote or formal action be taken in open session, even when the discussion happened in executive session. In practice, this often means the board discusses a matter privately, then returns to open session and takes a vote, sometimes described in general terms ("the board voted to proceed with the proposed settlement discussed in executive session") that preserves confidentiality on the details while still creating an open, recorded decision.
Executive session is typically limited to board members, plus any specific individuals whose presence is necessary for the topic, the association's attorney for a legal matter, or a manager for a personnel discussion, for example. An owner whose delinquent account or violation is being discussed generally doesn't have a right to be present for that discussion, even though it directly concerns them, though they would, of course, separately receive whatever notice the violation or collection process itself requires. See records requests for what owners can access after the fact.
| Topic | Open Session | Executive Session |
|---|---|---|
| Approving the annual budget | Yes | No |
| Selecting a landscaping vendor | Yes (general discussion/vote) | Only active negotiation specifics, if any |
| Pending lawsuit against the association | No (acknowledge only) | Yes |
| Specific owner's delinquent balance/hearing | No | Yes |
| Manager performance review | No | Yes |
| Proposed rule change for all owners | Yes | No |
In AffordableHOA: Keep general meeting minutes and any private board notes separate from the start, so the record available to owners reflects open-session business while sensitive details about specific accounts or legal matters stay where they belong.
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Start Free TrialA closed portion of a board meeting reserved for a limited set of topics, pending litigation, contract negotiations, personnel matters, and individual owners' delinquent accounts or violations. It's an exception to the general rule that meetings are open, not a separate fully private meeting.
In most states, yes, with advance notice, except for the specific categories that qualify for executive session. The default is openness; executive session is a defined carve-out.
Commonly: pending or threatened litigation and attorney communications, contract negotiations in progress, personnel matters involving specific individuals, and a specific owner's delinquent account, violation, or hearing.
General minutes typically note that the board entered and exited executive session and broadly what category it covered, without recording the substantive discussion. Some boards keep separate, limited internal notes.
Many states require final votes or formal action to occur in open session, even if the discussion happened privately, so a decision is typically ratified through an open, recorded vote, sometimes described in general terms.
Typically only board members and any individuals necessary for the topic, such as the association's attorney or manager. An owner whose account or violation is discussed generally doesn't have a right to attend that portion.