HOA glossaryMeetings & voting

What is an executive session?

The portion of a board meeting closed to members, permitted only for defined sensitive subjects.

Also called: Closed session

Executive session exists so a board can discuss matters where openness would harm the association or an individual: pending or threatened litigation, contract negotiation, personnel, and individual owner matters such as delinquency or a disciplinary hearing.

The permitted subjects are usually enumerated by statute, and the list is a limit rather than a suggestion. Moving a difficult but ordinary discussion — the budget, a vendor selection, a rule change — into closed session is a common and identifiable defect.

Most statutes require that the session be noted in the open minutes with a general description of the subject, and that any action taken be recorded or ratified in the open meeting.

Why it matters to a board

Name the statutory ground when you go into session, and record that you did. It is the difference between a closed discussion and a secret one.

Where the answer lives

Your recorded declaration and bylaws first, then the act that governs associations in your state. Whichever is stricter is the one that binds you.

Related terms

Open meetingA board meeting that members are entitled to attend, with notice given in advance, as required by many state statutes.MinutesThe official record of what a meeting decided — the association's institutional memory and its primary evidence.Board of directorsThe elected body that governs the association, holding all authority the governing documents grant to it and no more.HearingThe owner's opportunity to be heard by the board before a fine or other sanction takes effect.Records requestAn owner's demand to inspect association records, which most states grant subject to defined limits and exclusions.
General information, not legal advice. This entry explains what the term means, not what your association must do about it. Any notice period, cure window, fine cap, vote threshold or deadline comes from your recorded declaration and your state's act — those differ in all fifty states and are amended every session. Updated August 2026. Confirm the current requirements with an attorney licensed in your state before acting.
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