Annual and special meetings require homeowner votes for new board members, assessment increases, capital improvement projects, and amendments to the association’s governing documents. The goal is to reach a quorum—a minimum number of members who must be present for business to be validly transacted.
Over the many years I have been practicing in the community association law field I have seen and dealt with many boards of directors. In doing so I have seen considerable variation in the level of interest and commitment of community members to serve on the board of directors. Some communities have the assistance of professional management companies and others are self-managed. While a community may have professional management, it is the board of directors that is given the power and responsibility in the governing documents to operate the community. Regardless of the type of management, a group of homeowners actively participating on the board and on committees is essential for the successful functioning of the association.
Let the sunshine in. I am not talking about the popular 1969 song by The 5th Dimension. I am referring to the statutes governing Virginia community associations that require all meetings of a board of directors, including any subcommittee or other committee of the board of directors, where the business of the association is discussed or transacted, to be open to all owners of record[1]. These are known as “sunshine laws” and are the rule for community association meetings.
As with most rules, there is an exception - executive session, during which it is permissible to “close” the door, so to speak. Too often in our practice, we are reminded that the permitted reasons to convene in executive and procedure are not well understood. This article will uncharacteristically shine some light on executive session and examine what it is and how to do it correctly.
