How do we write minutes for an HOA executive session?

By OurHOA · General information · Revised October 17, 2026

How to write HOA executive session minutes: what the open minutes must say, what the closed record holds and leaves out, sample wording, and TX, FL and CO rules.

Part of the HOA board handbook: running the board.

The short answer

An executive session leaves two records, and boards get in trouble when they mix them up. The first is a short entry in the open minutes: that the board went into closed session, the general subject, and any decision, stated without names or privileged detail. Owners can read that entry, and in most states the law requires it. The second is a brief confidential record of the closed session itself, kept by the secretary and stored apart from the open minute book. Write the open entry so it could be read aloud at an annual meeting without embarrassing anyone. Write the closed record so the next board could tell what was decided and why. The rules below come from state statutes, and your bylaws may add more, so check both. This is general education, not legal advice for your community.

What your state requires in the open minutes

Texas: after an executive session, any decision made there must be summarized orally and placed in the minutes in general terms, without breaching an owner's privacy, violating a privilege or disclosing information the affected parties asked to keep confidential. The oral summary must include a general explanation of expenditures approved in the closed session (Tex. Prop. Code 209.0051(c)). So the president says it out loud when the open meeting resumes, and the secretary writes down what was said. Florida: an HOA board may close a meeting only to meet with its attorney about proposed or pending litigation or to discuss personnel matters (Fla. Stat. 720.303(2)(a) and (b)). Condominium boards have the same two exceptions (718.112(2)(c)5.). Florida also requires the minutes to record each director's vote or abstention on every matter voted on (720.303(3); 718.111(1)(b) for condos). In practice, talk it through in the closed meeting and take the vote in the open one, where the roll call goes in the minutes. Colorado: before the board convenes in executive session, the chair must announce the general matter of discussion (C.R.S. 38-33.3-308(5)). The minutes of any meeting that included an executive session must say so and state its general subject matter (308(7)). No rule may be adopted in executive session (308(6)). An owner who was the subject of a disciplinary hearing or a delinquency referral can ask for and receive the results of any vote taken at that meeting (308(4)(e)). California: any matter discussed in executive session must be generally noted in the minutes of the next meeting open to the whole membership (Civ. Code 4935(e)). A decision to foreclose an assessment lien is made in executive session and recorded in the next open minutes by parcel number instead of the owner's name (Civ. Code 5705(c)).

Writing the open entry

Three or four lines in the regular minutes, placed where the closed session fell on the agenda, are enough. Record the time the board went into closed session, the general subject in the words your statute uses, anyone present besides directors (the attorney, the manager), the time the board came back, and any decision or spending in general terms. Then record any vote taken after the board reopened, with the motion and each director's vote if your state requires it. 'General terms' means a reader can tell what kind of business it was but not whose. 'Approved a payment plan for one delinquent account' passes. 'Approved a payment plan for the owner of Lot 14' does not, and neither does a balance tied to a street name. For a lawsuit, 'received advice from counsel on the pending claim by a former paving contractor' passes; counsel's opinion of the claim does not. For money, give the purpose and the amount when you can: 'approved up to $4,500 in legal fees for the pending paving claim.' Texas requires a general explanation of expenditures, and owners will see the check in the ledger anyway.

What the closed record holds and what it leaves out

The closed record is a half page, not a transcript. Include the date, start and end times, who attended, the subject, the documents the board reviewed (by title, such as 'attorney letter dated May 3'), any decision or direction given, who is responsible for the next step, and the date the matter returns to the agenda. Leave out who said what, quotes, opinions about owners or staff, and the attorney's advice beyond 'the board received legal advice on X.' Detailed notes of what counsel said can be argued over later; a line saying advice was given rarely is. Do not record the session on a phone. A recording of a privileged discussion is one more thing to protect and one more thing that can leak. Have the secretary draft it within a few days, circulate it to directors only (not to a group chat that includes former directors or committee members), and approve it at the next executive session. Store it in an association-controlled folder with restricted access, separate from the minute book owners can see. When the secretary changes, hand over that folder in the same transfer as the bank and email access.

Wording the board can copy

Chair's announcement before closing the meeting: 'The board will now go into executive session to discuss a personnel matter and to receive advice from the association's attorney on pending litigation. Owners are asked to step out. The board expects to return in about 30 minutes and will report any decisions when it does.' Open minutes entry: 'At 7:42 p.m. the board went into executive session to discuss a personnel matter and to receive legal advice on the pending claim by a former paving contractor. Present: all five directors, the community manager and association counsel (for the litigation item only). The board returned to open session at 8:15 p.m. The president reported that the board directed counsel to respond to the contractor's demand letter and approved up to $4,500 in legal fees for that response. No other action was taken in executive session.' Motion after reopening (useful in Florida and wherever the bylaws require open votes): 'Moved to approve legal fees of up to $4,500 for counsel's response to the paving contractor's demand, as discussed in executive session.' Record the second, the vote and each director's vote. Closed record line for a collections item: 'Reviewed three accounts more than 90 days past due (owner names in the attached collections report, not copied into these minutes). Directed the manager to refer accounts B and C to counsel under the collection policy.'

One meeting, start to finish

Before the meeting: the agenda lists 'Executive session: personnel; pending litigation' with no names. The manager sends the closed-session packet to directors by a separate email. At the meeting: the chair reads the announcement, owners step out, the secretary notes the times and attendance. The board discusses each item. Before reopening, the chair confirms with the board what will be reported, so the president's summary does not wander into detail. Back in open session: the president gives the oral summary, the board takes any vote that belongs in public, and the secretary writes the open entry while it is fresh. Within a week: the secretary circulates both drafts, the open minutes to the whole board for the next regular meeting, the closed record to directors only. Next meeting: the board approves the open minutes in open session and the closed record in the next executive session.

When an owner asks to see the closed record

Most states let or make the association hold back closed-session material, but on different terms. Colorado lets the association withhold records of an executive session and privileged attorney communications (C.R.S. 38-33.3-317(3)(c) and (e)) and requires it to withhold personnel, salary and medical records about specific people (317(3.5)(a)). Florida keeps lawyer-client privileged and work-product records, personnel records and owners' medical records from members (Fla. Stat. 720.303(5)(g); 718.111(12)(c)5. for condos). Texas does not require release of an owner's violation history, personal financial information or employee files, except to the extent the information is in the meeting minutes (Tex. Prop. Code 209.005(k)), and does not require production of privileged attorney communications (209.005(d)). That Texas exception is the reason to keep names out of the open minutes. Once a delinquent owner's name and balance sit in the minutes, the protection is gone. Answer a request for the closed record in writing, cite the section you rely on, and give the owner the open minutes entry. If the request comes from the person the session was about, check whether your state gives that person more, as Colorado does with vote results. Keep both records as long as the minute book. Texas requires minutes to be kept seven years (209.005(m)(5)), Florida HOAs seven years (720.303(4)), and Florida condominiums permanently (718.111(12)(b)).

Mistakes boards make

Writing nothing. A board that closes the door and puts no entry in the open minutes has broken the Texas, Colorado and California rules and invited the claim that it meets in secret. Writing too much. Names, balances and the attorney's assessment in the open minutes can hand an opposing party the board's strategy and, in Texas, open up records the association could have withheld. Voting on everything behind the door. Texas allows decisions in executive session with an oral summary, but Colorado bars rules there and Florida's roll-call rule works best with an open vote. Unless the statute requires a closed vote, as California does for foreclosure, take the vote after reopening. Using executive session for topics outside the list. Budgets, contracts already signed, landscaping and rules belong in the open meeting. Letting the closed record live in one director's inbox. When that director leaves, the board loses its only copy. For the basics of open minutes, see our guide on how to take HOA meeting minutes, and for which topics qualify, our guide on what an HOA executive session is.

Sources

These guides are general education for HOA boards and residents, not legal, tax, or financial advice. Rules vary by state and by your community's governing documents - check with a professional for your situation.

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