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Subject: Executive Session
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Author Messages
KathyA3
(Virginia)

Posts:9


04/05/2021 5:35 PM  
Do the Executive sessions need to be minuted and if so, who are they shared with? Thanks
KerryL1
(California)

Posts:8014


04/05/2021 5:56 PM  
Generally, Executive session minutes must be written and kept for at least 7 years or forever, and only are shared with board members and your property mgr. if you have one.

Generally, Directors who leave the Board may not reveal theses minutes. Only the Board with its vote at a meeting can release any ex. session minutes content with Owners
TimB4
(Virginia)

Posts:17599


04/05/2021 6:01 PM  
Yes.

They are not shared with anyone outside the board.

However, the the board must enter executive session from an open meeting and return to the open meeting. The minutes of the open meeting must identify the reason for the executive session and any final decision made. Well, technically, there should be no vote in executive session (but it happens). The Board should return to the open meeting to make the actual vote.
For example:

hh:mm Board recessed to executive session to discuss abc.
hh:mm Board returned from executive session
hh:mm Director A motioned xyz, motion seconded by Director B. Motion passed unanimously.


The minutes of the executive session would/should be minimal:

Board met in executive session for abc.
A quorum is present.
Board discussed abc.
Board adjourned to open meeting for vote.

TimB4
(Virginia)

Posts:17599


04/05/2021 6:02 PM  
Posted By KerryL1 on 04/05/2021 5:56 PM

and only are shared with board members and your property mgr. if you have one.




Why would they be shared with the property manager?


Or, are you saying that the PM is the keeper of the records, so the Secretary files them with the records in the PMs office?
TimB4
(Virginia)

Posts:17599


04/05/2021 6:06 PM  
From VA § 55.1-1816 (applicable to HOAs):

C. The board of directors or any subcommittee or other committee of the board of directors may (i) convene in executive session to consider personnel matters; (ii) consult with legal counsel; (iii) discuss and consider contracts, pending or probable litigation, and matters involving violations of the declaration or rules and regulations adopted pursuant to such declaration for which a member or his family members, tenants, guests, or other invitees are responsible; or (iv) discuss and consider the personal liability of members to the association, upon the affirmative vote in an open meeting to assemble in executive session. The motion shall state specifically the purpose for the executive session. Reference to the motion and the stated purpose for the executive session shall be included in the minutes. The board of directors shall restrict the consideration of matters during such portions of meetings to only those purposes specifically exempted and stated in the motion. No contract, motion, or other action adopted, passed, or agreed to in executive session shall become effective unless the board of directors or subcommittee or other committee of the board of directors, following the executive session, reconvenes in open meeting and takes a vote on such contract, motion, or other action, which shall have its substance reasonably identified in the open meeting. The requirements of this section shall not require the disclosure of information in violation of law.
MaxB4
(Maine)

Posts:209


04/05/2021 7:58 PM  
Posted By TimB4 on 04/05/2021 6:02 PM
Posted By KerryL1 on 04/05/2021 5:56 PM

and only are shared with board members and your property mgr. if you have one.




Why would they be shared with the property manager?


Or, are you saying that the PM is the keeper of the records, so the Secretary files them with the records in the PMs office?



From experience, most property managers take the minutes of both open and executive sessions. Individuals that don't or haven't utilized a property manager are only providing half the story.
MichaelS56
(Minnesota)

Posts:179


04/06/2021 4:14 AM  
Our Board would use an Executive session for personnel reasons. We use workshops, a couple of times per year, which will allow us to have long discussions that pertain to Association business, such as developing specs for a contract, determining retaining walls projects, and determining new deck styles for the Association. Voting is not done a these sessions.
BenA2
(Texas)

Posts:872


04/06/2021 9:00 AM  
If you are in Virginia, I would follow Tim's advise. How executive sessions are handled are regulated differently in different states and can also vary based on your governing documents. In Texas we do not have to have separate minutes for an executive session, we are required to add a synopsis of what was discussed into the regular meeting minutes.
MaxB4
(Maine)

Posts:209


04/06/2021 10:33 AM  
Posted By BenA2 on 04/06/2021 9:00 AM
If you are in Virginia, I would follow Tim's advise. How executive sessions are handled are regulated differently in different states and can also vary based on your governing documents. In Texas we do not have to have separate minutes for an executive session, we are required to add a synopsis of what was discussed into the regular meeting minutes.



So, if you are only required to summarize what was discussed and not take minutes, what record do you have that action was taken?
TimB4
(Virginia)

Posts:17599


04/06/2021 7:57 PM  
Max,

Minutes should not be a record of the dialogue.

Minutes are used to document what was done.

See:

FAIRFAX COUNTY Community Association Guide (Feb 2020) Scroll to page 28

FAIRFAX COUNTY Community Association Guide (Rev. 4) see page 56 (more verbose on minutes) Best explanation I've seen for minutes.

Meeting Minutes According to Robert’s Rules
MaxB4
(Maine)

Posts:209


04/06/2021 11:26 PM  
Posted By TimB4 on 04/06/2021 7:57 PM
Max,

Minutes should not be a record of the dialogue.

Minutes are used to document what was done.

See:

FAIRFAX COUNTY Community Association Guide (Feb 2020) Scroll to page 28

FAIRFAX COUNTY Community Association Guide (Rev. 4) see page 56 (more verbose on minutes) Best explanation I've seen for minutes.

Meeting Minutes According to Robert’s Rules



WOW..I wasn't aware of that!
MaxB4
(Maine)

Posts:209


04/06/2021 11:33 PM  
Posted By TimB4 on 04/05/2021 6:02 PM
Posted By KerryL1 on 04/05/2021 5:56 PM

and only are shared with board members and your property mgr. if you have one.




Why would they be shared with the property manager?


Or, are you saying that the PM is the keeper of the records, so the Secretary files them with the records in the PMs office?



Curious, if a property management company is involved, who would you think is the keeper of the records?
TimB4
(Virginia)

Posts:17599


04/07/2021 2:25 AM  
Posted By MaxB4 on 04/06/2021 11:33 PM


Curious, if a property management company is involved, who would you think is the keeper of the records?




The responsibility of keeping the records is that of the Secretary.
The task of taking minutes and/or maintaining the files will often be delegated to the PM (if a MC is involved).
However, the responsibility is that of the Secretary.


Same with financials. The responsibility is the Treasurers.
The tasks involved might be delegated to the PM/MC.
TimB4
(Virginia)

Posts:17599


04/07/2021 2:27 AM  
Basically, one can delegate tasks, they can not delegate responsibility.
MaxB4
(Maine)

Posts:209


04/07/2021 10:47 AM  
Posted By TimB4 on 04/05/2021 6:01 PM
However, the the board must enter executive session from an open meeting and return to the open meeting. The minutes of the open meeting must identify the reason for the executive session and any final decision made. Well, technically, there should be no vote in executive session (but it happens). The Board should return to the open meeting to make the actual vote.

The minutes of the executive session would/should be minimal:


I am going to disagree. The minutes for an executive session should be done exactly like that of open session. What would be minimal is what is recorded into open session for membership eyes.

There are only a handful of topic, per state codes, that can be discussed in executive session. What your statues states is that any contract, motion or action, to be legitimate, must aslo be voted on in open session. I would always recommend recording the vote and be specific to the nature of the topic be done in ES. I am sure that HOAs in Virginia follow that particular statue to the letter of the law, as they do in other states.
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