Executive-session minutes

Executive session is closed, not unminuted

A board can vote to move part of a meeting into executive session, typically to discuss something like a personnel issue, a pending lawsuit, or contract negotiations where an open discussion would work against the association. Boards sometimes assume that closing the room means nothing gets written down. Robert's Rules of Order Newly Revised, the parliamentary authority most associations adopt by reference, says otherwise.

"Yes, votes can be taken in executive session. Proceedings in an executive session are secret, but are not restricted in any other way."

Source: Robert's Rules of Order Newly Revised, Frequently Asked Questions, The Robert's Rules Association

A motion made and voted on in executive session is still a motion. The secretary still records that it happened and what the board decided, the same way any other minutes record what a body did rather than what its members said.

Secret is not the same as privileged

These get treated as one thing and they are not. "Secret" in Robert's Rules is a confidentiality norm: the people in the room agree not to repeat what was discussed. Attorney-client privilege is a separate legal doctrine that attaches only to actual communications with the association's lawyer and to litigation work product prepared because of a dispute.

A board that labels an entire executive-session discussion "privileged" because it happened behind a closed door is overstating the protection. If a specific document might genuinely be privileged, that call belongs to association counsel, not to the fact that the conversation took place in executive session.

Who gets to read these minutes later

Whether an owner can ever inspect executive-session minutes varies by state. In California, the statute lists board and member meeting minutes among the categories owners can inspect, but expressly excludes executive-session minutes from that category. Virginia's records statute similarly leaves executive-session minutes out of what a member is entitled to inspect. California also permits a board to redact executive-session material from other records it does produce, though not for an executed contract for maintenance, management, or legal services, which must still be disclosed.

Only California, Florida, Texas, and Virginia were verified for this course. Check your own state's association statute and your governing documents before telling an owner what they can or cannot see.

What to write down anyway

Keep the executive-session entry the same shape as any other minutes entry: the motion, who made it, and the result. Leave out the back-and-forth, the opinions, and the names attached to a debate, the same way you would for open session. A short, plain record protects the board more than a detailed one, because it documents that a decision was made properly without exposing the sensitive discussion that made executive session necessary in the first place.