R. from Hartford County, Connecticut writes:
Dear Mister Condo,
The board president at our association has developed a habit that really bugs me? At the end of open forum, he looks around and says very casually to the other directors, “Anyone want an Executive Session?” By doing it that way, he would have no idea what is the topic, etc. and almost invariably a director will say “yes”, so there is an executive session almost invariably every meeting. There also have been no minutes approved for a year, which have been prepared for their review, so nobody knows if the board came out of executive session and voted for something. Is it normal to be so nonchalant about it? An attorney unit owner said they are supposed to put the subject matter of an executive session in the agenda, but I only know of that for government public agencies, municipalities, and private corporations (nonstock) do not have that requirement.
Mister Condo replies:
R., there is nothing nonchalant about an Executive Session of the Board. Executive Sessions are an important tool for the Board as it allows them to discuss sensitive issues that may not be suitable for a general audience. Pending litigation, employee matters, and more fall under such business that may require an Executive Session. Approval of Minutes for the Previous Meetings are another matter altogether. The Minutes from a previous Board meeting should be approved (or requested to be modified if incorrect) as a matter of business at the next Board meeting. Otherwise, there is no record of the meeting and it is as if the meeting never happened. Owners have a right to inspect previous Board meeting Minutes once approved by the Board. Details of an Executive Session do not need to be in the Minutes but the fact that there was an Executive Session does need to be part of the Minutes. I am not aware of the Board needing to publish the reason for the Executive Session in the agenda but unless they are discussing sensitive matters while in Executive Session they may be violating the rights of the owners to know what matters are being discussed and/or voted upon. That being said, unless the owners are dissatisfied with the Board’s performance overall, they may continue with this practice until and unless they are voted out and replaced with a new Board who operates with more transparency. All the best!