Executive/closed sessions
The part of the meeting that's closed to everyone but directors, and what still has to come back into the light.
Executive session is the portion of a board meeting closed to everyone except directors (and anyone specifically invited), used to discuss sensitive matters such as litigation, contracts, personnel, or member discipline. Votes still happen and minutes are still kept, they simply aren't shared outside the room. Afterward, the general subject must be noted in the next open meeting's minutes.
What executive session hides, and what it doesn't
"Closed session" sounds like the board deciding things in secret and never explaining itself. It isn't. Executive session hides the discussion from public view. It does not turn the board into a body that can skip normal procedure, and it does not mean the decision disappears.
"Proceedings in an executive session are secret, but are not restricted in any other way."
Source: Robert's Rules of Order Newly Revised, 12th ed., Frequently Asked Questions, Robert's Rules Association
That means motions, votes, and minutes still happen inside executive session, just as they would in an open meeting. What changes is who gets to see the record. In California, the general subject discussed must be noted in the minutes of the very next open meeting, so the fact that something happened is never fully hidden, even if the details stay confidential.
"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: California Civil Code, Davis-Stirling Common Interest Development Act, California Legislature
What topics actually qualify
Not every uncomfortable topic belongs behind closed doors. The states with statutes on this point name specific categories, and the lists are not identical to each other.
| State | Examples named in the statute |
|---|---|
| California | Litigation, contract formation with third parties, member discipline, personnel matters, a member's own payment-plan discussion |
| Florida | Attorney-client discussions about proposed or pending litigation, personnel matters |
| Washington | Attorney consultations, litigation, mediation or arbitration, personnel, sensitive contract negotiations, privacy matters |
These three lists don't match, and this page can't tell you which one applies to your association. Read your own state's common-interest-community statute (if one exists) and your bylaws before deciding whether a topic qualifies. The safe general rule: executive session is for protecting privileged, personnel, or genuinely sensitive matters, not for avoiding an uncomfortable conversation in front of members.
Your rights if the session is about you
Executive session can feel like a black box, especially if you're the subject of it. That's not absolute. In California, a member facing possible board discipline has a specific right to sit in on the executive session about their own case, if they ask.
"That member shall be entitled to attend the executive session."
Source: California Civil Code, Davis-Stirling Common Interest Development Act, California Legislature
This exact right is confirmed for California in this research, not for every state. If a board is discussing possible action against you, ask directly whether your state or your governing documents give you a right to be in that room.
Check yourself
Answer before you read the explanation, recalling it is what makes it stick.
The board discusses pending litigation in executive session, then closes the meeting without mentioning it again. What's missing?
A homeowner facing possible discipline asks to attend the executive session about her own case. Can the board refuse?
The board wants to discuss a routine landscaping bid. Should that item go into executive session?
Sources
- Robert's Rules of Order Newly Revised, 12th ed., Frequently Asked Questions, Robert's Rules Association
- California Civil Code, Davis-Stirling Common Interest Development Act, California Legislature
- Florida Statutes §718.112, Condominium Act, Florida Legislature
- Revised Code of Washington §64.90.445, Washington State Legislature
Related elsewhere in the Academy
Board Meetings
Next, learn how notice requirements decide what your board can even put on the agenda before it gets anywhere near a closed session.
This page is educational, not legal advice. Executive session rules vary by state and by your association's own governing documents. Confirm the specifics with your association's attorney and your bylaws before acting.