HOA Executive Session Rules: What Boards Can Keep Private
We Represent Clients In:
Las Vegas
Reno & Lake Tahoe
Orange County
San Diego
Los Angeles
Clark County
Washoe County
Lake Tahoe
Riverside County
San Bernardino
Key takeaways
- Executive session is limited. Both states allow closed board meetings only for specific topics, such as litigation and personnel.
- Most other business belongs in the open. Owners generally have the right to attend and speak at board meetings.
- Some topics must be private. In California, payment plans and foreclosure decisions are handled in executive session.
- Nevada bars contracts in executive session. A Nevada board cannot consider bids or take action on contracts behind closed doors.
- The minutes must note what was discussed. Both states require a general note in the minutes.
The agenda lists an item, the board announces it is going into closed session, and owners are asked to leave. An HOA executive session is a closed part of a board meeting, and both California and Nevada strictly limit what can happen there. Boards that stretch those limits can face legal challenges. This guide, part of our series on HOA board fiduciary duties, explains the rules and how to tell when they are being misused.
What is an HOA executive session?
In short: a closed meeting of the board, or a closed part of a meeting, that owners cannot attend.
Most board business must happen in open meetings. In California, any member may attend board meetings except executive sessions (Civil Code §4925). Nevada gives owners a similar right to attend and speak at board meetings, with an exception for executive sessions.
Executive session exists to protect privacy and legal strategy. It is not a way to avoid owner scrutiny. Our guide to HOA board meeting rules explains your rights at open meetings.
What can a board discuss in an HOA executive session?
In short: only the topics the statute lists.
California: a board may meet in executive session to consider litigation, the formation of contracts with third parties, member discipline and personnel matters (Civil Code §4935). It may also meet privately with a member, at the member’s request, about paying assessments.
Two California topics must be handled in executive session. One is a payment plan request under Civil Code §5665, as explained in our guide to HOA payment plan rights. The other is the decision to foreclose on a lien, which needs a majority vote of the board (Civil Code §5705).
Nevada: a board may meet in executive session to consult its attorney about potential or pending litigation (NRS 116.31085). It may also discuss the conduct, alleged misconduct or competence of the community manager or an employee. Violations of the governing documents, including unpaid assessments, can also be discussed in private, subject to the owner’s hearing rights.
What cannot happen in an HOA executive session?
In short: anything outside the listed topics, and in Nevada, any action on bids or contracts.
A Nevada board may not meet in executive session to open or consider bids for an association project (NRS 116.31085). It also may not enter into, renew, modify or terminate a contract there. Those decisions belong in an open meeting.
California allows discussion of contracts with third parties in executive session. Budgets, dues, rule changes and most other business still belong in open session. In both states, a topic that is not on the statutory list should not be discussed in private.
Boards also cannot use email to avoid meetings. In California, the board may not act outside a meeting or meet by email chain (Civil Code §4910). The only exception is an emergency, when all directors consent in writing.
Do owners have any rights in an HOA executive session?
In short: yes, when the closed session is about their own violation or discipline.
In California, if the board is considering discipline against you, you can ask for that discussion to be private. The board must then hold it in executive session (Civil Code §4935). You may attend that part of the session.
In Nevada, a hearing on an alleged violation is held in executive session unless you ask in writing for an open hearing (NRS 116.31085). If you ask for an open hearing, you may attend the parts about your violation, but not the board’s deliberations. You also have due process rights, such as presenting witnesses. Our guide to the HOA violation hearing covers this in detail.
Think your board is hiding decisions in closed session?
Send us the meeting agendas and notices, the minutes, any record of decisions made in executive session and your correspondence with the board. We can tell you in one conversation whether the board appears to have stayed within the law and what options you may have.
What notice and minutes are required?
In short: notice of the meeting, and a general note in the minutes of what was discussed.
In California, a meeting held only in executive session generally needs at least two days’ notice, compared with four days for a regular meeting (Civil Code §4920). The matters discussed must be generally noted in the minutes of the next open meeting (Civil Code §4935).
In Nevada, matters discussed in executive session must be generally noted in the minutes (NRS 116.31085). Decisions on alleged violations must also be recorded, and the affected owner can get a copy. A meeting held entirely in executive session on a violation must be acknowledged at the next regular meeting.
In California, the association may withhold or redact executive session minutes (Civil Code §5215). Executed contracts cannot be withheld on that basis alone unless they are otherwise privileged. See our guides to the California HOA records request and Nevada HOA records requests.
How can you tell if a board is misusing executive session?
In short: look for decisions that appear without open discussion, vague minutes and private contract approvals.
Warning signs include budget or dues decisions that never came up in an open meeting. Others are minutes that say nothing about what was discussed in closed session, or a Nevada contract that appears approved without an open vote. Repeated email decisions between meetings are another red flag.
Misuse of closed sessions can be part of a wider pattern. If money is involved, see our guide to HOA misuse of funds.
What can you do about an improper HOA executive session?
In short: raise it in writing, request the records and use the dispute process.
Start with a written objection that names the meeting and the topic. Ask the board to discuss and decide the matter again in an open meeting. Raise it during the open forum so it is in the minutes.
In California, a member can seek a court order over violations of the open meeting rules within one year (Civil Code §4955). A court may impose a civil penalty of up to $500 per violation, though one penalty applies to a violation affecting all members equally. A member who wins is awarded reasonable attorney’s fees and costs.
In Nevada, you can file a complaint with the Real Estate Division, as explained in our Nevada Ombudsman guide. If the problem is a pattern, owners may also consider removing a board member.
Our HOA dispute resolution team represents owners in both states. Boards can also ask us to review their meeting practices.
Ready to Protect Your Rights?
Whether your board keeps meeting behind closed doors or made a decision you never got to see, we can help. We will review the agendas, minutes and records, and tell you where you stand. Schedule your free consultation and speak directly with a Nevada and California HOA attorney.
Frequently asked questions
Generally no. In California, a member whose discipline is being considered may attend. In Nevada, an owner who requests an open violation hearing may attend everything except the board’s deliberations.
In California, litigation, third-party contracts, member discipline, personnel, payment plans and foreclosure decisions (Civil Code §4935). In Nevada, litigation with counsel, personnel matters and violations of the governing documents (NRS 116.31085).
No. A Nevada board may not consider bids or enter into, renew, modify or terminate a contract in executive session (NRS 116.31085).
Yes, in general terms. In California, the matters must be noted in the minutes of the next open meeting. In Nevada, they must be generally noted in the minutes.
Often not in full. In California, the association may withhold or redact executive session minutes. In Nevada, you can request a copy of the decision on your own violation.
Object in writing and raise it in an open meeting. In California, a member may seek a court order within one year, and in Nevada, you can complain to the Real Estate Division.
Conclusion
An HOA executive session is a narrow tool for privacy and legal strategy. California and Nevada both limit the topics, require a note in the minutes and leave most board business to open meetings.
Watch the agendas and minutes, object in writing when a board goes too far, and use the dispute process if it continues. For each state’s wider framework, see our Nevada NRS 116 guide and Davis-Stirling Act guide.
Ready to Protect Your Rights?
Whether you are a homeowner facing HOA disputes or a board seeking expert counsel, we are here to help. Schedule your free consultation today and speak directly with an experienced HOA attorney.
