Executive Session

A closed portion of a board meeting from which non-board members are excluded to discuss sensitive or confidential matters. Executive sessions are strictly limited to specific topics defined by state law or the governing documents. In California, the Davis-Stirling Act (Civil Code Section 4935) permits executive sessions only for the following purposes: litigation and potential litigation, matters relating to the formation of contracts with third parties, member discipline, personnel matters, payment plan negotiations with delinquent owners, decisions regarding whether to foreclose on a lien, and review of member requests for a payment plan. The board must first convene in open session, announce in general terms the nature of business to be discussed in executive session, and then adjourn to closed session. After the executive session concludes, the board must reconvene in open session and report any actions taken — such as approving a contract or authorizing litigation — though the confidential details discussed need not be disclosed. Minutes of executive sessions should be kept but are not available for member inspection. A common governance mistake is using executive sessions to discuss matters that should be handled in open session, such as general policy decisions, budget discussions, or architectural review matters. Doing so undermines transparency and can expose the board to legal challenges from members who assert their open meeting rights were violated.