notice

Understanding Executive Session

Most condominium and homeowner associations in Washington and Oregon are subject to open board meeting requirements.  The requirements are similar to the laws governing city councils and other governmental agencies. Conceptually, the policy behind open meeting requirements is that members of the community association are entitled to listen and witness the deliberation, discussion, and decision making of the board of directors.

Prior to any board of director meeting, notice must be given to all owners within the community. The notice must state the time and place of the meeting, and ideally, the meeting agenda. Owners are allowed to attend the board meeting, but because non-board members are not part of the “assembly”, owners do not have a right to vote or participate while the board is conducting its business.

There is an exception to the open meeting requirement: executive session. Executive sessions may be used so that the board can discuss private or sensitive topics behind closed doors. Keep in mind, no decisions are made in executive session—it’s only for discussion.

Here’s how the board should use executive session:

1. During a regularly noticed and scheduled board meeting, any member of the board may make a motion to adjourn to executive session.

2. The motion should indicate the general topic of discussion.

3. Once the motion passes, the board asks the audience to exit the meeting or the board moves to a different location.

4. The board then discussed the topic at issue.

5. Once the executive session is completed, the board moves back into the open meeting.

6. If there is an action item as a result of the executive session, a motion is made and a vote taken once back in the open meeting.

Remember, there are only certain topics which are appropriate for executive session. For Washington homeowner associations, those topics are:

1. Considering personnel matters;

2. Consulting with legal counsel or considering communications with legal counsel; and

3. Discussion of likely or pending litigation, matters involving possible violations of the governing documents of the association, and matters involving the possible liability of an owner to the association. (RCW 64.38.035)

For Oregon planned communities and condominium associations, the executive session topics are:

1. Consultation with legal counsel;

2. Personnel matters;

3. Negotiation of third party contracts; and

4. Discussion of delinquent assessments. (ORS 94.640, ORS 100.420)