Academy/Board Authority & Fiduciary Duties
Confidentiality
What a board member can and cannot repeat outside the boardroom.
A board's duty of confidentiality means directors keep executive session discussions, such as litigation, personnel matters, contracts, and member discipline, private outside the boardroom. It comes from a mix of board ethics norms and, in some states, open meeting statutes that define what may be closed to the membership. Confidentiality protects the topic, not the fact that it was discussed.
What confidentiality actually covers
Executive session is the portion of a board meeting closed to the general membership, reserved for topics the board needs to discuss without an audience: executive session. Confidentiality is the norm that what gets said in that closed room stays there.
"Keep confidential any owner, resident, or other third-party discussions, decisions, and comments made at any meeting of the board properly closed or held in executive session unless specifically authorized by the board."
Source: Model Code of Ethics for Community Association Board Members (2021), Community Associations Institute (CAI)
That norm exists because directors regularly hear things owners and employees would not want repeated at the next open meeting: a neighbor's overdue balance, a maintenance worker's medical leave, the details of a lawsuit the association is defending. Confidentiality is what makes a director safe to bring those matters to the table honestly.
Why personnel matters count
Most state open meeting statutes carve out a short list of topics a board may or must discuss behind closed doors: pending litigation, contract negotiations, personnel matters, and a member's own discipline or delinquency history. California's list is broader, covering litigation, contract formation, member discipline, and, at a member's request, that member's own payment plan or foreclosure decision. Florida's carve-out is narrower: only meetings between the board and its attorney about pending litigation. Check your own state's open meeting statute for the exact list.
Personnel matters belong on this list because an employee, whether the manager, a groundskeeper, or contracted staff, has the same expectation of privacy around a performance issue or grievance that any employee would. A director who repeats those details outside the room is not just breaking an ethics norm, they may be exposing the association to a separate employment claim.
Confidentiality isn't secrecy forever
Confidentiality protects the content of a closed door conversation, not the fact that the board had one.
"Any matter discussed in executive session shall be generally noted in the minutes of the immediately following meeting that is open to the entire membership."
Source: Cal. Civil Code §4935(e), California Legislature
Whether your state requires this kind of paper trail, and how much detail it requires, depends on your state's own statute; not every state's open meeting law includes this requirement. Practically, that means a director cannot promise a fellow owner, or an employee, that a matter discussed in executive session will never be referenced anywhere. The substance stays inside the room unless the board authorizes otherwise, but the fact that the room met does not.
Check yourself
Answer before you read the explanation, recalling it is what makes it stick.
During executive session, the board discusses a specific owner's request for a payment plan, at that owner's own request. A director later mentions the details to a friend at dinner. What has the director done wrong?
The board discusses an employee grievance in executive session. Under statutes like California's, what happens to any public record of that discussion afterward?
Which of these is most likely reserved for executive session rather than discussed in open session?
Sources
- Model Code of Ethics for Community Association Board Members (2021), Community Associations Institute (CAI)
- Cal. Civil Code §4935, California Legislature
- Fla. Stat. §720.303, Florida Legislature
Related elsewhere in the Academy
Board Authority & Fiduciary Duties
Next, learn what makes a board decision defensible in the first place: read Board ethics.
Which topics your state's open meeting statute reserves for executive session, and how much of that discussion must be logged in the minutes afterward, vary by state and by your own bylaws.