BOARD MEETINGS

EXECUTIVE SESSIONS
How do members know what the board discussed or decided in executive session?

This is one area where the law permits the board wide latitude to be “discreet.” There is no specific legal requirement for what information a board publishes about its executive session meetings. Here are some examples: “The directors met with an owner to discuss an alleged violation of the CC&Rs” or “The directors met with counsel to consider hiring experts to investigate roof concerns” or “The board met to discuss the contractor's last proposal to make repairs” or “counsel's analysis of the association's risk of getting sued for opposing the construction of a nearby strip mall.”

What disclosure(s) are needed to be made by the board to those members at the regular board meeting before the board can properly adjourn to executive session?

The notice and agenda of the meeting and, at the meeting, a motion to adjourn to executive session should refer to the categories of permissible subjects that can and will be discussed. The fact that the board will adjourn to executive session to discuss topics that are the subject of executive session (formation of 3rd party contracts, member discipline; consider litigation; employee issues) must be on the agenda, unless the topic would qualify as an “emergency” agenda item. While the statute does not require it, it is good practice for the board to state it is adjourning into executive session in order to discuss the specific items allowed under Civil Code §1363.05(b).

Should/can the board make decisions in the executive session or should the board only discuss then hold the vote (make the actual decision) during a general session/open forum portion of a board meeting?

The board has the power to make decisions in executive session concerning matters that can properly be discussed in executive session as referenced in response to the last question. Whether the board should do so will depend on the issues to be discussed and decided. Decisions concerning litigation or relating to use of association counsel should generally not be voted on in open session. Other decisions, such as the agreement to hire a particular construction company, might appropriately be voted on in an open meeting.