Minutes of Executive Sessions
An executive session is a meeting of the board of directors. California law requires that boards keep minutes of their executive sessions.
Minutes of executive sessions are separate from open meeting minutes since there is no right by members to inspect them because of the confidential information contained in them related to litigation, personal matters, disciplinary actions against members, and foreclosure actions. Even though members do not have a right to review and copy executive session minutes, boards and management companies must be aware that minutes of executive sessions are discoverable in litigation.
Minutes of executive sessions should reflect the deliberations and reasoning behind actions taken by the board in executive session. For example, if the board were to give an employee a warning, the executive session minutes should be written to reflect what occurred. The minutes might state that “The Board expressed dissatisfaction with the performance and gave the employee a written warning that failure to resolve tardiness would result in his or her dismissal.
Minutes of executive sessions should be approved at the board’s next executive session. The risk with open-meeting approvals is that the board may need to discuss corrections or revisions to the minutes which could result in the disclosure of confidences and/or the waiver of attorney-client privilege. Accordingly, discussions of any changes to executive session minutes should take place only in executive session.
Executive session minutes should not be distributed to the membership.
Even though members do not have the right to attend executive sessions, boards must keep members informed about the general nature of the business conducted in their executive sessions. The minutes of the next open board meeting must generally reflect the board’s executive session: Any matter discussed in executive session shall be generally noted in the minutes of the immediately following meeting that is open to the entire membership.
San Diego HOA Management