Executive Sessions
At times, a Board of Directors may have to meet in what is known as an “Executive Session”. Just what is an executive session and how can a Board of Directors stay out of trouble when employing executive sessions? This article will explore this matter in greater detail.
There may be times when a Board of Directors may want to meet in private to discuss or consider certain matters of a confidential nature, such as litigation, third party contracts, and/or review of specific information concerning collections and fining matters. In order to properly conduct an executive session, the Board must first convene a properly noticed regularly scheduled Board meeting and have a quorum. Afterwards, the Board may then adjourn the regular meeting, and meet in private to discuss any confidential business. After the executive session has concluded, the Board may reconvene their regular scheduled Board meeting.
How are minutes handled for the executive session? Since the session is of a confidential nature, the minutes of the regular Board meeting should refer to an executive session in general terms by topic. For instance, if finances and collections of a certain family were discussed and decided, any specific information about this in the minutes could be against the Fair Debt Collections Act and be cause for harassment. Better to refer to a unit number or street address, rather than names, amounts and specific circumstances. If litigation was discussed, this can be dealt with in general terms and by topic only.
A Board of Directors that gets into trouble over executive sessions usually are trying to conduct “regular business” in private or are not disclosing these sessions in their minutes.
Common sense and acknowledging the issues in general terms is prudent for the Board to follow when adjourning to an executive session. If there are any doubts as to what can be discussed and disclosed, contact your association’s attorney for further guidance and clarification.
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