Trestle's Community Association Management Blog

Avoid “Secret Meetings” of Your Community Association’s Board

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From time to time, matters may come before a homeowner association’s board of directors that would be inappropriate to discuss in open session with members other than directors present. In a limited set of scenarios, matters may be discussed in closed executive session. If the Board abuses the closed session or fails to follow good closed session protocol, members may conclude that the board is holding “secret meetings.”

Pitfalls of Closed Sessions. By design, closed sessions exclude regular members of the association from the dialogue. In short, closed sessions may breed suspicion and the perception that the operations of the association are not transparent. These perceptions often lead to a poor sense of community and few community volunteers.

When is a Closed Session Allowed. The Washington Condominium Act does not require open meetings, so implicitly provides for closed sessions. The Washington Homeowner Association Act requires open meetings but provides that a limited scope of matters may be discussed in closed session. Care must be taken to follow the protocol outlined in the Act.

For both HOAs and Condominiums, the association’s governing documents may modify the range of matters that may be discussed in closed session. Here is a typical example of restrictions imposed by the bylaws of a condominium association.

 “The Board may, however, go into private, executive session to consider the employment or dismissal of the managing agent or other persons employed by the Association, or to hear complaints or charges brought against such person, unless the person requests a public hearing, or to discuss with legal counsel litigation in which the Association is or is likely to become a party if public discussion would adversely affect the interests of the Association in such litigation.”

Use sound judgment. Just because a closed session is allowed does not mean it is appropriate.

Protocol for Closed Sessions. The Washington HOA Act provides the following protocol for closed sessions, condensed to a bulleted list for brevity.

1. The Board must vote in an open meeting on a motion to enter into executive session. The motion voted on by the Board must state specifically the purpose of the closed session.
2. The board of directors must restrict the consideration of matters during the closed portions of meetings to those purposes specifically stated in the motion. Those purposes must be limited to personnel matters, legal matters, violations of the governing documents and matters related to possible liability of an owner to the association.
3. The motion to enter into closed session must be documented in the minutes of the open meeting.
4. No motion, or other action adopted, passed, or agreed to in closed session is effective unless the board of directors, following the closed session, reconvenes in open meeting and votes in the open meeting on such motion, or other action which is reasonably identified.

This protocol is not intended to require disclosure of information in violation of law or which is otherwise exempt from disclosure.

Summary. Closed sessions are a useful and necessary tool for boards of directors to apply in very limited scenarios. However, to avoid the perception of “secret meetings,” boards of directors should employ closed sessions only in scenarios where a closed session is clearly essential and and then follow good protocol. When in doubt whether a closed session is appropriate, the matter should be discussed in an open meeting.

Trestle Community Management is a full-service manager of condominium and homeowner associations with headquarters in downtown Redmond, WA. Trestle’s serves associations in Redmond, Kirkland, Bellevue and other nearby communities.