When the HOA board meets in a closed meeting, executive session rules apply. These rules can vary depending on where the association is located. In Texas, Property Code Chapter 209 is clear on what boards must and must not do when meeting behind closed doors.
What is an HOA Board Executive Session?
An HOA executive session is simply a closed portion of a board meeting. At this meeting, board members discuss private or confidential matters. For this reason, homeowners are typically not allowed to attend.
That said, the rest of the board meeting must be open to all members. According to Section 209.0051 of the Texas Property Code, homeowners must be invited to all regular and special board meetings. The only exception is the executive session, also known as an executive meeting or closed meeting.
Are Closed HOA Board Meetings Allowed in Texas?
Yes, in general, associations can hold closed board meetings in Texas. Section 209.0051 states that regular and special board meetings must be open to all homeowners. They have a right to attend and listen to discussions. Still, the same section also allows the board to go into a closed session.
Executive sessions are only permitted under certain conditions. According to Texas law, the board may only meet in a closed meeting to discuss specific topics, such as:
- Legal issues or lawsuits
- Contract negotiations
- Violations and enforcement matters
- Personnel issues
- Private matters involving an owner
After that private session, the board must summarize the decision in general terms. This summary must be included in the meeting minutes. The board can discuss privately, but they can’t hide the outcome.
HOA Executive Session Rules in Texas
In Texas, Section 209.0051 is clear on the requirements and procedures for closed meetings. Failure to adhere to these requirements and procedures can result in legal exposure. It may also invalidate the board’s votes and decisions.
Here are the rules for the executive session board meeting.
Select Topics Only
Texas law limits executive sessions to specific topics. The board can only meet in private to discuss the following:
- Personnel matters
- Pending or threatened litigation
- Contract negotiations
- Enforcement actions (like violations or fines)
- Confidential communications with the HOA’s attorney
- Owner privacy issues
- Matters requested to be kept confidential by the affected parties
If the topic does not fall into one of these categories, it should stay in open session. After all, homeowners have a right to know what’s going on in their community.
Voting and Decisions
Can the board vote in executive session? In general, the board can vote in a closed meeting, but the result must still be disclosed in open session. Additionally, the board must include the decision or vote in the meeting minutes.
This ensures decisions don’t stay hidden. The board doesn’t have to disclose specific details, such as who violated a rule or who is behind on their dues. It can simply use general language to describe the decision.
Such a requirement protects confidentiality while simultaneously promoting transparency. When the board keeps owners in the loop, even without going into specifics, owners are far less likely to file complaints or question the board’s credibility.
Disclosure to Owners
As previously stated, the board must not hide the outcome of discussions and votes held in executive session. Instead, the board must return to open session and disclose what actions they took, the general nature of the decision, and any related expenditures. A summary is enough.
That said, the board does not have to disclose sensitive details or personal information. These are confidential, and revealing them could legally compromise the association. Moreover, the board need not disclose any legal strategies, particularly for pending or threatened litigation.
Notice Requirements
Associations must notify homeowners of upcoming regular or special board meetings. Typically, the notice requirement is at least 144 hours before regular meetings and at least 72 hours before special meetings.
This notice must include the date, time, and location of the meeting. It must also include a list of general topics that the board will discuss or vote on. As per executive session rules, these meeting notices must also include a general description of topics that may be discussed in the closed portion of the meeting.
Timeline
Executive sessions can’t go on for too long. These meetings are meant to be temporary and limited to specific topics.
Generally, the meeting should start in open session before moving into executive session if necessary. Afterward, the board must return to open session to give owners a summary of what happened.
Do You Take Minutes in Executive Session?
Executive sessions may be private, but that does not mean they aren’t recorded in the official minutes of the meeting. That said, the board doesn’t have to go into detail. The minutes can simply reflect a general summary of decisions and any approved expenditures.
How to Initiate an Executive Session in Robert’s Rules
According to Robert’s Rules, there is a proper way to move into and adjourn an executive session. Here are the steps.
- Start in a properly noticed open board meeting.
- Announce the general reason for going into executive session. For example, “The board will move into executive session to discuss pending litigation.”
- A board member makes a motion to enter executive session.
- Another board member seconds the motion.
- The board votes to go into executive session.
- Once approved, homeowners and other non-essential attendees must leave the room. Alternatively, the board may move to a different room.
- During the closed session, the board may discuss only the specific confidential topic announced and noticed.
- To end the executive session, the board must reopen the meeting to homeowners.
- At the open meeting, the board must summarize the decision and record it in the minutes using general terms.
Word of Advice
Executive session rules help keep meetings transparent and orderly. Board members must follow these rules to the letter to avoid invalidating their decisions, sowing distrust, and exposing the association to liability. When in doubt, it is always a good idea to seek counsel from a legal professional or an HOA management company.
Graham Management offers exceptional HOA management services to Houston communities. Call us today at (713) 334-8000, request a proposal, or contact us online to learn more!
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