Texas law currently requires homeowner’s associations to have open board meetings, allowing association members to witness the votes of the board of directors. There are times when privacy or other issues make an executive session appropriate, but for transparency, homeowner members (persons holding legal title to property within the residential community or their personal representatives) are invited to be present in person or electronically (if this is made available to all parties) when boards are voting on most matters. Homeowner members are not permitted to bring their personal attorney, local news crews, or outside experts to open meetings. If proper notice of the meeting is given but only board members attend, it is still considered an open meeting.
Exceptions to Notice Requirements
While notice requirements depend on what type of association the board serves, for condominium associations items to be considered in the executive session do not have to appear on the public agenda, and the executive session does not require prior notice. This exception does not apply to single family home associations, so they are generally included on the agenda. The board typically cannot vote in a closed meeting or an executive session whether the association is condominiums or single family homes.
So what purposes do executive sessions serve?
Executive sessions are to allow the Board to freely confer on matters that they have agreed to keep private for a homeowner or matters that would be cumbersome or unwise to publicly broadcast until board members have discussed their own positions on the matter. Once the discussion has led to a conclusion shared by a clear majority, it is best if the subsequent board vote in the open meeting is unanimous. Members will have greater confidence in board members who can set aside their own preferences for the sake of the association and will demonstrate the “unity” in “community.” Smooth and peaceful dealings in an association should be everyone’s goal.
This does not allow a Board to vote in executive session on raising dues, new policies being considered, or other matters that may legally or financially affect the membership. These may be discussed privately, but any actual vote must wait for the executive session to adjourn and an open meeting to be immediately resumed. When members are informed the open meeting is again called to order, the Board must orally summarize the subjects discussed, and take the actual vote in open session, after a motion and a second. Motions on those items should be phrased so that privacy remains intact. An oral summary can be phrased as “A consideration of the matter regarding 123 Main St. as requested by the ACC Committee,” for instance. All board members should keep private matters private outside of these meetings, as well.
Reasons for Executive Sessions
Subjects appropriate for executive sessions include association personnel, contract negotiations, confidential communications with the association’s attorney, issues that could be invasion of a member’s privacy, personal matters the board agreed with a member to keep private, and enforcement actions. Unexpected financial emergencies may also be addressed in these sessions, as long as they are ultimately voted on properly, and in an open meeting.
Executive sessions can enable a board of directors to overcome hurdles and guarantee open and forthright discussion. When used properly, they can help streamline the workings of an open meeting. Both executive sessions and board meetings have their respective, valuable place in the HOA realm!