When can an HOA board meet in executive session?

Short answer

Under Robert's Rules, a board may meet in executive session whenever a majority votes to do so. An executive session is a closed, confidential meeting. Only members and invited people may attend, and what happens there stays secret (RONR §9). For HOAs, though, state law often matters more. Many states require HOA board meetings to be open to owners. They allow closed sessions only for a short list of sensitive topics.

What to do

1. Check your state's HOA law and your governing documents first. Common allowed topics include legal advice and lawsuits, personnel matters, contract talks, an owner's unpaid dues or rule violations, and matters involving someone's private information.
2. Make a motion to go into executive session. If other business is on the floor, the motion can be raised as a question of privilege, meaning an urgent matter about the group's rights (RONR §19).
3. State the reason in open session, in general terms, if your state law requires it. Many do.
4. Ask non-members to leave. Invite anyone you need, such as the manager or the association's lawyer.
5. Keep separate minutes. Executive session minutes are read and approved only in executive session (RONR §48).
6. Return to open session. If your state law requires votes to be taken in the open, take the final vote there.

What the chair says

The chair will entertain a motion to go into executive session to discuss pending litigation.

It is moved and seconded that the board go into executive session. Is there any discussion? ... All in favor, say aye. Those opposed, say no. The ayes have it. The board is now in executive session. Will all guests please step out, except the manager.

The board is now back in open session.

The motion

• Needs a second? Yes.
• Debatable? Yes. It is handled like a main motion.
• Amendable? Yes. For example, you could amend who may stay in the room.
• Vote needed? A majority of votes cast (RONR §44).
• Can it interrupt a speaker? Normally no. Only a truly urgent question of privilege can interrupt (RONR §19).

Common mistakes

• Closing the doors for any topic you like. Robert's Rules allows it, but many state HOA laws do not. Budgets, assessments, and rule changes usually must be discussed in the open.
• Voting behind closed doors when the law forbids it. Some states let the board talk privately but require the actual decision in open session.
• Treating secrecy as optional. A board member who leaks what was said in executive session can be disciplined (RONR §61). Robert's Rules also notes that owners who are not board members have no automatic right to attend board meetings (RONR §49). State law may change that.

When your own rules say otherwise

Robert's Rules sits at the bottom of the rule ladder. State law, your declaration (CC&Rs), articles of incorporation, and bylaws all come first (RONR §2). Look for an "open meetings" section in your state's HOA or condominium statute. Also look for bylaw language on board meetings, owner attendance, notice, and closed sessions. Those provisions list which topics may be closed and whether votes must be public. This page is general information, not legal advice. If the stakes are high, consult an attorney who knows your state's HOA law.