Executive Sesssion Minutes.

You have used the term "Executive Session." This means that the Board went into private session, where each Board member is bound to secrecy about the on-goings of that meeting. Minutes are kept, but not for disclosure (relases). Subject matters for Executive Session include legal problems, contract with personnel, disciplinary issues and other issues of board problems.

If you are talking about minutes of the regular Board meetings, members can request them and the secretary can provide them to a member OR if your state has statutes, they are supposed to be readily available to all members at request. Some groups even post the minutes of the meetings or provide a summary after each meeting and post that on their web sites.

How do we know that executive sessions deal only with legal and diciplinary matters if they conceal the minutes? How do we know that they are not secretly plotting vindictive retaliation against one or more homeowners? Who watches the watchman? Since the directors allegedly represent homeowners, why do they have rights to conceal the homeowners' business from those on whose behalf they act.
VinceL

I have to agree with Vince, who knows what goes on in Ex Session. The board here discusses many things that should be discussed in open meeting, they even vote. Another interesting fact is the law states:

“The board of directors of the association shall meet in executive session, if requested by a member who may be subject to a fine, penalty, or other form of discipline, and the member shall be entitled to attend the executive session.”

Does “…if requested by a member…” mean that if the member does not specifically request the matter be held in Ex Session that it is to be held in open meeting? Most of these matters are held in Ex Session whether the member requests it or not. Is this OK?

1363.05. (a) This section shall be known and may be cited as the Common Interest Development Open Meeting Act.
(b) Any member of the association may attend meetings of the board of directors of the association, except when the board adjourns to executive session to consider litigation, matters relating to the formation of contracts with third parties, member discipline, personnel matters, or to meet with a member, upon the member’s request, regarding the member’s payment of assessments, as specified in Section 1367 or 1367.1. The board of directors of the association shall meet in executive session, if requested by a member who may be subject to a fine, penalty, or other form of discipline, and the member shall be entitled to attend the executive session.

Jane

I don't know how you interpret this to read that you all have access everythin in the executive sessions. They are private for a reason. If someone is delinquent on their assessments or the board is handling confidential issues like lawsuits, it's just not someone that they want to disclose to all the neighbors. I'd be very surprised if they gave you any of the information that you're requesting. If the board has outstanding violations or complaints against a particular resident, and some of these matters are between the board and the resident. Giving any resident a list of all the late pays, delinquencies, liens, and violations is just not a good idea. Good luck.

SPOT ON! - You said it well. I have to agree with you on this one and when I see postings like these, I often wonder which position on the Board or Committees are being held by the person(s) that ask these kind of questions.

I only quoted what CA law reads.
Jane

I don't think these minutes are available to the membership...this is a question for your attorney to interpret.

Then I would wait for the court order and let the lawyers sift through it

Vince,

I started to respond to your post, but in trying to form the right words it became clear that you are not really interested in knowing the whys of executive session.

You have already decided that the Board is out for their own self enrichment. And while that certainly happens, the vast majority of Board members are decent folks trying to do the right thing for their neighbors. Even if I don't agree with their choices, I recognize that they do want what is best for the group as a whole. Very few of them are making any money or even steering the money to someone they know.

It was a question asked in one of our meetings. There was a homeowner who wanted to know how they can get the EM minutes. There is NO legal action or anything being asked of. It was just a question.

Nicole,

Sorry, I misunderstood your remark! Well, my answer would have been, "You can't. Legal and confidential matters are discussed in executive session and we cannot divulge that information to members."

Edie,

There's no question that there is abuse of this type meeting. In a perfect world (which we all know does NOT include HOAs! LOL) the board would be required to take a vote b/4 adjourning into an executive session and also announce the reason for the ES. Then, during that session, only discussion can take place, any action taken including a vote would be required to be taken in an open meeting. Minutes of the ES would be confidential. This is the procedure for public bodies, at least here in AZ. Many states have open meeting laws (sunshine laws) specific to HOAs but the actual procedure for conducting business in this type meeting is not outlined. All that is stated is what matters can be discussed in an executive session. Only legal and confidental matters should be discussed in an executive session, but I'm sure some boards discuss a lot more than that!

Vince,

If you really want to know about the association business then you are just plain looking in the wrong place anyway. Proper minutes wouldn't tell you what you want to know they would include:
who was present
possibly a note about people outside the board who presented information
(possibly) the result of a vote on action

If you are trying to dig into information on your association, I will point you in a much better direction. Start with the financial records. And ask them to be specific showing line items detailing income and expenses. You should be able to see how much is owed from outstanding dues, late fees, and fines. You should be able to see how many units have outstanding balances for dues, for fines, etc.

Also look at where the money is going. You should be able to see how much is spent on legal. And you should be able to find out what portion of that was billed back to unit owners. Find out how many units are in legal and how many have liens filed. (You can verify the number of liens at the courthouse.

Then move on to records of violations. Request to know how many violations were noted for each month of the past three years or so. Request further information on the numbers that went to a fine.

If you have done this, then you will have a very good understanding of what is being done in the name of the association. You should also look for trending in data and/or any sharp increases or decreases.

One last thing, request to see the audits for the last few years. This will quickly tell you how much on the up and up things are. In my (not humble) opinion, an association should get an audit every year. This should root out any problems with the books.

Kirk,
In an executive session, directors meet with association lawyers to discuss "issues". The lawyers' advice will primarily benefit the lawyers. Directors who reject such advice place themselves at risk of accusations of negligence. Better let the lawyers handle it. A lien filed against one's property to secure payment of the association attorneys fees, that continue to rise exponentially with each passing day, is most effective in compelling the homeowner to capitulate. Directors absolve themselves by saying "We just followed our lawyer's advice". Many of the community problems that rise to outright war could possibly be settled at open meetings, where moderate homeowners can provide a calming influence and restore reason to all parties. The only losers would be the lawyers. Outlawing executive sessions would minimize the lawyers' self-serving influence and bring harmony to the community, like it was intended.

Vince,

In a nutshell, although it sounds nice, you cannot just outlaw closed sessions. There is such a thing as "client/attorney privilege" and it must be adhered to. If there is pending litigation, caution not to divulge certain information is critical.

If you think there are members on your board who cannot, or do not, exercise "reason" in their decisions and need the presence of "moderate" homeowners to instill a bit of "calming influence", then I believe you need to concentrate your efforts on having those board members removed or see to it they do not get re-elected. But to make the broad assumption that ALL board members need this "calming influence" is, IMO, a gross injustice to all the very good board members serving HOA communities.

Robert,

A meeting with an attorney would be held in a closed session as it falls under the category of "legal advice". In AZ, at least, ALL meetings of the members and the BOD must be noticed to the general membership; this also includes closed sessions. So, these meetings should be known to the members. However, many states do NOT have HOA open meeting laws; therefore, the BOD may legally hold a meeting w/o giving notice to the members, unless their docs say otherwise. Without the benefit of open meeting laws, much abuse can, and most likely does, take place.

MaryA1,
Have to say your explanation is closed minded. If we use your reasoning that if it no business of the membership to know (Paste your: However, many states do NOT have HOA open meeting laws; therefore, the BOD may legally hold a meeting w/o giving notice to the members) as your criteria or, more, justification for a closed door meeting, you eliminate the benefits that come from "intent". if the "Intent" is for the good of the association.
I mean to say if you can ask the question, does a closed meeting benifit the association and how, specifically, over an open meeting, your justification may be valid, but never use, "because it's legal."

And I suspect you didn't mean that, and I read it wrong.

Vince:

I would agree to an extent, however, the board is responsible for the association which is a seperate entity from an individual homeowner. For example, what if the association is suing a homeowner for non-compliance on the covenants, that homeowner shouldn't be privy to what the association and their lawyer are discussing should they?

Intervened in what way?

How would that have helped you?

What prevented you from making what was going on known to them?

If you could have made many aware after the fact (as you apparently have), why could you not have shared the same information while it was going on if you felt it would have helped you?

Vince,

Attorney-client privilege is a very ancient process that dates back to Roman law. It's a device to protect confidential communications between a client and their attorney, and was originally designed to prevent a lawyer from testifying gainst his client. A client does not have to be an individual, it can be a corporation, in this case the HOA. One of the requirements to qualify as attorney-client privilege is that the communication must be for the purpose of securing a legal opinion, legal services or assistance in some legal proceeding. This privilege encourages the client to disclose to his attorney all pertinent information regarding a legal matter and protecting this information from discovery at trial. That's the main reason why it must be kept confidential. It's not a matter of "concealing information from the homeowners", as you allude to, but rather a means of protecting the assn's interests should a court case arise. The resp. for designating which information remains confidential rests with the client.

I'm not an attorney. The source of the information I've provided is "Law Encyclopedia". There is a wealth of info on the Internet! I hope this helps you to better understand this procedure and why it's necessary for certain information to remain confidential.

Mary & Robert,
Thanks for your responses. I realize that corporations are not the same as the individual stockholders. Their difference is iron-clad for double-tax purposes, but when there is a liability issue and somebody wants to get to the deep pockets, courts will generally accept an alter ego argument, pierce the corporate veil and expose the arrangement for what it is - a distinction without a difference. It is the homeowner/stockholder/member whose dues pay the association lawyers, and as a consequence, are owed a fiduciary duty in return. Concealing information from their real client is not the way to discharge that duty. There is enormous financial potential in mutual benefit corporations provided the board is not distracted from those benefits by their petty, personal, vindictive agendae that feed their magalomanical self-images.

Mary,
Would you agree that a HOA could be dissolved by the membership? Suppose the HOA lawyer and the HOA accountant met to transact HOA business and then refused to discuss or disclose any information by invoking privilege, would that be a satisfactory outcome?

Donna,
Since a HOA can be dissolved, who, in its absence, would the lawyers client(s) be? Obviously the homeowners. Who would be entitled to full disclosure? Obviously the homeowners. Could the homeowners fire the lawyer? Yes. Obviously, the power belongs to the people. It is the people who gave a limited portion of their power to Directors, as a convenient way to conduct the community's business. BODs have misinterpreted their role, believing that by virtue of their status, all the power belongs to them, and a limited degree of power can be shared with the homeowners, but entirely at the sole discretion of the BOD.

Donna,

I doubt this would ever happen w/o board members present, but if it did, as I said to Vince, there is no attorney-client privilege involved because the accountant is not a client of the attorney. If the accountant was going to sue the board he would not be retaining the HOA attorney, that would be a direct conflict of interest on the part of the attorney.

I'm sure there are some out there, but I personally have not heard of any HOA docs that require a 100% vote to terminate the HOA. However, the vote % is very high; I've heard as high as 85%; mine is 75%.

Vince,
You are generalizing way too much . The clients/homeowners elect the Boards to represent them, to make decisions for them when it is very difficult to get the H.Os in one mind set, where it becomes nescessary to make learned and sometimes fast decisions. YES, the power is with the people as they are the ones who can and should remove Board members who do not function in the associations best interest. Yes they fire lawyers all of the time so what is your point with that?

Full disclosure? It certainly depends on what the issue is. H.Os are not entitled to all information. Florida Statutes gives a list of items that are not to be shared with the members. If you want to see it, just ask.

I was a Board member when my Association went to court against 2 homeowners. It was a 2 year battle. I learned alot from both of the lawyers and the Judge. The membership IS NOT entitled to any information that is part of the litigation. Judges orders..

"BODs have misinterpreted their role, believing that by virtue of their status, all the power belongs to them, and a limited degree of power can be shared with the homeowners, but entirely at the sole discretion of the BOD."

Who are you speaking about? I sense that you are just venting here. I cannot get ahold of what information you want to learn from this post.