HOA executive session rules: A guide for boards

What is an HOA executive session?

An HOA executive session is a private part of a board meeting or, where allowed, a separate private meeting used for issues that should not be discussed in front of the full membership. This may include things like legal advice, personnel concerns, owner account issues, or contract negotiations.

HOA executive session rules come from state/provincial law and the governing documents, so boards should confirm the requirements that apply to their specific community.
 

When can an HOA board hold an executive session?

A board may generally hold an executive session only for reasons allowed by state/provincial law and the association’s governing documents. A topic does not belong behind closed doors simply because it feels uncomfortable or may lead to disagreement.

HOA executive session rules often require board members to identify the reason in advance, follow notice requirements, and keep the conversation focused on that subject.
 

What can be discussed in an HOA executive session?

Common topics for HOA executive sessions include:

• Pending litigation
   
• Personnel matters
   
• Owner violations
   
• Confidential consultations with the association’s attorney
   
• Unpaid assessments
   
• Payment plans
   
• Foreclosure decisions
   
• Contract negotiations

Some states/provinces also allow confidential discussions involving safety or personal information. The exact list varies. Boards should not assume that every sensitive matter qualifies.
 

Can an executive session be recorded?

Recording rules vary by state/province and may depend on consent laws, meeting statutes, and association policy. Even when recording is legal, it may create unnecessary risk by preserving sensitive conversations word for word.

Many boards rely on written minutes instead. Before recording any executive session, the board should speak with its HOA lawyer and confirm whether the practice is permitted and advisable.
 

Who can attend an HOA executive session?

Attendance is usually limited to board members and people whose participation is needed. The board might be able to invite the community manager, legal counsel, an accountant, an HOA insurance professional, or another adviser.

A contractor or employee may attend only for the part that involves them. Keeping attendance limited helps protect confidential information and allows the board to focus on the matter at hand.
 

Can homeowners attend?

Homeowners generally do not have a right to attend an executive session. There may be exceptions when an owner is taking part in a disciplinary hearing, discussing a payment plan, or exercising another right under state/provincial law.

The owner may be asked to leave before the board deliberates. Boards should explain the process clearly so residents understand what will happen and why.
 

Can an HOA board vote during an executive session?

The answer depends on the state/province and the governing documents. Some HOA executive session rules allow the board to vote privately on permitted matters, followed by a general report in open session.

Other states/provinces require the final vote to take place publicly. Before taking action, the board should confirm where the vote belongs and what information must later be shared with the membership.
 

How should boards enter an executive session?

Some states/provinces require a motion in open session that identifies the general reason for closing the meeting. Others allow a separate executive session when proper notice is given.
 

How should boards handle HOA executive session minutes?

If separate executive session minutes are required or kept, they should be brief and factual. They might include the date, time, attendees, general purpose, motions, votes, and direction given to management or counsel. The minutes should not read like a transcript. Too much detail can expose personal information or legal strategy. Boards should follow counsel’s guidance on access and retention.
 

What information should the board share afterward?

The board may need to tell owners that an executive session occurred and identify the general topic. A report might state that the board discussed litigation, a personnel issue, contract negotiations, or a delinquent account. The goal is to show that the meeting had a lawful purpose without revealing private details. Some states/provinces also require a summary of any action taken.
 

Common HOA executive session mistakes

There are a few common HOA executive session mistakes to avoid:

• Closing the meeting for convenience: Difficult or unpopular topics do not automatically qualify for private discussion.
   
• Using a vague agenda: The board should identify the general purpose without revealing confidential details.
   
• Discussing unrelated business: The conversation should remain limited to the stated reason for the session.
   
• Inviting unnecessary attendees: Only people who need to participate should be present.
   
• Skipping the minutes: A private meeting may still need a written record.
   
• Writing too much: Detailed notes can expose personal information or legal strategy.
   
• Sharing confidential information afterward: Directors should not repeat confidential details from an executive session in emails, social settings, or homeowner forums.
   
• Forgetting required disclosure: Some states/provinces require a general summary of topics or actions.
   
• Following another state’s/province’s process: HOA executive session rules are not the same everywhere.

How professional management can support board governance

Following HOA executive session rules can involve notices, agendas, records, deadlines, and coordination with legal counsel. A professional management company like FirstService Residential can help the board stay organized and prepare the right materials.

The manager can also track follow-up items and keep confidential records separate. This support gives directors more time to focus on the decision rather than the administrative steps around it.
 

About FirstService Residential

As North America’s leading community association management company, FirstService Residential supports boards with local expertise backed by national resources. Our teams help with meeting preparation, recordkeeping, resident communication, financial management, and day-to-day administration.

To learn how we can support your association, contact FirstService Residential today.

This information is provided for general informational purposes only and is not intended to constitute, and should not be relied upon as, legal, regulatory, financial, or operational advice, or as a representation or guarantee of any specific services, capabilities, or outcomes. Property management needs, regulatory requirements, market conditions, and available services vary by jurisdiction, property type, and community. FirstService Residential provides services through locally based affiliates and associates, and services and results may vary by community, region, contractual terms, and applicable law.