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EXECUTIVE
SESSION MINUTES As provided for in Civ.Code '1363.05(b), boards may
exclude the membership from attending executive session meetings of the board.
However, 1. The board must
announce to the audience the general nature of the topics to be discussed in
executive session; 2. The minutes of the
general meeting must record that the board went into executive session, what
was discussed and the outcome of that discussion; 3. The board must
maintain separate minutes of the executive session meeting which go into more
detail and reflects the deliberation and reasoning behind whatever action the
board took in executive session; and 4. Minutes of the
regular meeting must be made available to members within 30 days of the meeting
but minutes of the executive session can be kept private. Noted in General Meeting Minutes. Any matter discussed in
executive session must be generally noted in the minutes of the board of
directors. Civ. Code '1363.05(c) For
example, the general minutes of the meeting should record that the board went
into executive session to review the general managers contract or to discuss
possible litigation involving homeowner X. In addition, the minutes should
reflect the outcome: i.e., a new one year contract was approved for the general
manager, the board decided to file suit against homeowner X, etc. Executive Session Minutes. Associations maintain, in written
form, minutes of the proceedings of any board, membership, or committee meeting
of the Association. Corp.Code
'8320(b) Therefore, the board must maintain minutes of the executive session
meeting. However, the detail of those minutes will vary depending on the
subject of the meeting and the amount of discussion that occurred in the
meeting. If the board were to renew the general managers contract, a statement to that effect in the
minutes of the general meeting would be sufficient: The board went into
executive session to review the general managers performance. After discussion,
the board renewed the general managers
contract for another year under the same terms and conditions as the prior
years contract. In this case, separate minutes of
the executive session would not be necessary. However, if the board were to
discipline the general manager, give the manager a warning, or change the terms
and conditions of the contract, separate minutes should be written which
reflect in more detail what occurred in the meeting. For example, the executive
session minutes would reflect that [t]he board expressed dissatisfaction with
the managers performance and gave the manager a written warning that failure to
resolve personnel problems involving tardiness and absenteeism of the security
personnel and failure to keep expenses within budget would result in the managers dismissal. Furthermore,
the board renewed the managers
one-year contract but under the following terms and conditions: . . ." The more detailed executive session
meeting minutes provide protection for the board. It shows that the board acted
responsibly by deliberating on issues before making a decision. Distribution of Minutes. Minutes of any meeting of the board of directors of
an association, other than an executive session, must be made available to
members within 30 days of the meeting. The minutes must be distributed to any
member of the association upon request and upon reimbursement of the associations costs in making that
distribution. Therefore, executive session minutes can be kept separate and the
membership can be denied access to those minutes. Civ.Code '1363.05(d) Updated Adrian J. Adams, Esq., is a Managing Partner of the law firm of Adams & Kessler LLP |
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