When Is a Closed Session Appropriate?

Closed sessions are among the most frequently abused governance tools in community associations, according to Kelly Richardson, a partner in the law firm Richardson Ober De Nichilo in Pasadena, Calif.

“I frequently see boards conducting discussions in closed session where the topic really should be reserved for open session,” he says.

Richardson says closed sessions should be used sparingly: “We shouldn’t be looking for reasons a discussion should be in a closed session but for reasons it should be in open session. We want to do as little as possible in closed session because we want to show the community we’re transparent.”

Community relations isn’t the only reason to make closed sessions rare. “If the association is subject to an open meetings law, decisions made in improper closed sessions could be invalidated,” Richardson says.

So how does a board know whether a topic is appropriate for closed session? The first question is whether an association is in a state with an open meetings law.

“States with open meetings laws generally have exclusions, such as where the board discusses pending or imminent litigation; discharge, discipline, or hiring of employees or contractors; and alleged violations of rules, regulations, or covenants, including delinquent payments,” says Michael Kim, of counsel with the Chicago law firm Schoenberg Finkel Newman & Rosenberg, LLC.

Learn more about when a closed session might be the right call, and how to stay on the right side of the law:

Closed Session Dos and Don’ts

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Matt Humphrey

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