When it comes to Board meetings, it pays to understand about open meetings, closed meetings (executive session) and offline discussions. Many discussions that are held offline should take place in an open meeting so that other members have the opportunity to hear the details. However, there are times when a closed meeting is mandatory. It’s important that Board members understand the difference before they are faced with a decision that has legal consequences.
With few exceptions, Association Board meetings are open meetings, which mean that all members can attend even if they do not actively participate in discussions and voting. Meetings may be closed and non-board members excluded to discuss personnel issues, conduct attorney consultations, evaluate contracts or discuss pending litigation. Laws vary by state, so consult your HOA attorney for a list of approved topics for closed Board meetings.
It is considered a meeting when a quorum of the Board is present to discuss association business. Discussions and activities of the Board should be transparent to homeowners and members because this develops a depth of understanding. When association members hear discussions leading up to a vote, they have more knowledge and insight of the rationale. Thus, informal gatherings by Board members to discuss association issues are not permitted.
Research and discussions are necessary to gather and validate facts on various topics outside of regular Board meetings. However, a Board meeting should be held to discuss the findings, and homeowners and association members have a right to be involved in the open discussion. Board members should follow the general notification/communication process to alert members to the Board meetings.
The procedure for entering a closed session action varies by state, so it’s important that each Board member is familiar with the differences in open, closed and offline meetings. Understanding when to have a closed meeting and the topics to be discussed publicly vs. in a closed session boosts the efficiency of the Board. Plus, it keeps the Board on the right side of the law.
State statutes are not always easy to read or understand. That’s why it’s worth the time to consult your HOA attorney so you can understand the topics that are should be discussed in a closed vs. open meetings. Just a little advance planning can keep your Board on the right track.