We have published on this topic in the past, but due to frequent misunderstanding of the process we want to provide more information on this topic. Most community association boards of directors realize the importance of, and requirement for, holding open meetings. There are times however when closed sessions of the board are needed. Fortunately in Virginia the statutes for both homeowners associations and condominium associations are very specific as to when closed meetings can be held. They are generally referred to as executive sessions. The purpose of executive sessions is to allow the board to discuss certain sensitive topics among themselves with no members present. The following are the topics which qualify for a meeting to be closed pursuant to statute:
- Consider personnel matters;
- Consult with legal counsel;
- Discuss and consider contracts;
- Discuss matters involving violations of the condominium instruments or rules and regulations promulgated pursuant thereto for which a unit owner, his family members, tenants, guests or other invitees are responsible;
- Discuss and consider probable or pending litigation; and
- Discuss and consider the personal liability of a unit owner to the unit owners’ association.
Virginia statutes are very specific about what protocol must be followed to have an executive session. In order to go into executive session a motion has to be made by a board member stating the purpose of going into closed session, that is a statement as to what is to be discussed that will qualify the meeting to be closed under the topics specified above. Even though the session is closed, any motions that are made must be voted on in open session. Minutes should not be taken in executive sessions.
Should executive sessions be announced in the posted meeting notice? Absolutely. It is best to let the members know that all or a portion of a board meeting is going to be an executive session. It will allow them to make the decision as to whether or not to attend.
Boards may think of executive sessions as meetings closed to other members for good purpose but members may see them as secret meetings intended to keep information away from the members. Therefore, boards must be careful not to abuse the privilege. Once a discussion is being held on an appropriate topic for an executive session, care should be taken not to stray onto topics that are not appropriate.
If you have questions about this topic please do not hesitate to call or email us.