Davis-Stirling Act Executive Session Rules: 2026 Guide

Table of Contents

• What an Executive Session Is and Why Boards Use One
• Davis-Stirling Act Executive Session Topics Under California Civil Code Section 4935
  • Pending or Threatened Litigation
  • Contracts and Formation of Contracts
  • Member Discipline and Disciplinary Hearings
  • Delinquent Assessments and Payment Plans
  • Personnel Matters
• HOA Executive Session Notice Requirements and Agenda Rules
  • Two-Day and Four-Day Notice Rules
  • Agenda Specificity and Member Access
• Open-Meeting Requirements Versus Executive-Session Exceptions
• Who Can Attend an Executive Session
• HOA Executive Session Minutes and Record Keeping
  • What Must Be Disclosed in Open-Session Minutes
  • Confidentiality and Limits on Sharing Executive-Session Discussions
• HOA Executive Session Board Vote Reporting and Action Documentation
• Remote and Hybrid Executive Sessions
• Common Mistakes in Calling and Conducting Executive Sessions
• Examples Distinguishing Permitted Topics from Open-Session Requirements
• Recent Amendments and SB 563 Changes to Executive Session Rules
• Practical Checklist for Calling and Conducting an Executive Session
• Consequences and Remedies for Improper Closed-Session Actions
• Conclusion

Last Updated: October 4, 2026

What an Executive Session Is and Why Boards Use One

An executive session is a closed meeting of a homeowners association board held in private, away from the general membership. The Davis-Stirling Act, codified in California Civil Code sections 4900-5340, establishes strict rules governing when and how boards may conduct these closed meetings.

Executive sessions address sensitive matters requiring confidentiality, legal protection, or candid deliberation, pending litigation, contract negotiations, member discipline, and personnel issues. However, boards cannot close doors arbitrarily.

Understanding executive session rules directly affects your board’s credibility, community trust, and personal liability.

This guide walks through the full framework: what topics qualify, how to properly notice and conduct a session, what you must disclose afterward, and common pitfalls that land boards in trouble.

Davis-Stirling Act Executive Session Topics Under California Civil Code Section 4935

California Civil Code section 4935 defines the permitted purposes for executive sessions in common interest developments. This is the legal boundary. If your topic doesn’t fit one of these categories, the session is improper, and vulnerable to challenge.

The statute lists six permissible subjects for closed sessions:

Pending or Threatened Litigation

Boards may hold executive sessions to discuss pending litigation or litigation that is reasonably anticipated.

A common mistake is treating every potential dispute as grounds for closure. An angry email alone does not justify closure; the board must reasonably believe litigation is likely.

The fact that litigation exists or is anticipated can be disclosed in open-session minutes (without naming parties or discussing strategy).

Contracts and Formation of Contracts

Executive sessions allow boards to discuss the negotiation and formation of contracts before they are finalized. This includes real estate transactions, vendor agreements, management contracts, and service agreements.

Once executed, a contract generally becomes a public record.

You can discuss contract terms in executive session, but you cannot hide that a contract exists or was approved. The board’s vote to approve must be reported in open-session minutes.

Member Discipline and Disciplinary Hearings

Boards may conduct executive sessions to discuss the discipline or termination of a member or employee, and to hold disciplinary hearings.

The Davis-Stirling Act imposes procedural requirements. If a member faces discipline, they have the right to a hearing before the board and may request it be held in open session.

You cannot use the disciplinary hearing process to avoid accountability. The member’s right to a hearing, counsel, and evidence presentation is protected by statute.

Delinquent Assessments and Payment Plans

Boards may hold executive sessions to discuss collection of delinquent assessments and to consider payment plans or settlement offers. This allows the board to negotiate without the delinquent owner hearing the board’s bottom line or settlement authority.

Once agreed, payment plan terms become part of the member’s account record and are generally not confidential. However, negotiation strategy and settlement authority discussions remain protected.

Personnel Matters

Executive sessions cover the employment, evaluation, compensation, and discipline of employees. This includes the general manager, maintenance staff, and other hired personnel. The board can discuss performance, salary, contract terms, and termination.

If an employee is subject to discipline or termination, they have a right to notice and a hearing (unless at-will employment). The termination or discipline decision must be reported in open-session minutes, though the underlying discussion remains closed.

HOA Executive Session Notice Requirements and Agenda Rules

Calling an executive session is not informal. The Davis-Stirling Act and California’s open-meeting laws impose strict notice and agenda requirements. Failure to follow these rules can void the session and expose the board to legal challenge.

Two-Day and Four-Day Notice Rules

Regular board meetings require four days’ notice. If the executive session is part of a regularly scheduled open meeting, the four-day notice rule applies, and the agenda must identify the executive session topic in general terms.

For special executive sessions without a concurrent open meeting, different rules may apply depending on the topic. Many boards provide four-day notice for all special meetings, including executive sessions.

Post a four-day notice for any executive session, identify the topic in broad terms, and include the statutory citation.

Agenda Specificity and Member Access

Post the agenda on the community website and a physical location. The agenda item must identify the topic broadly enough that members understand it, but need not disclose details that would defeat the purpose of closure.

Members do not have a right to attend the executive session itself, but they have a right to know that one is being held and why (in general terms).

Open-Meeting Requirements Versus Executive-Session Exceptions

California law presumes that board meetings are open to the public. The Davis-Stirling Act and the Brown Act (Government Code section 54950 et seq.) establish this baseline.

This distinction matters because it shifts the burden. The board must justify the closure, not the members.

Default to open meetings and close only when the law explicitly permits. Document the statutory authority in minutes.

Who Can Attend an Executive Session

Executive sessions are restricted to board members. In most cases, that is the only attendee requirement. However, the board may invite others:

• Legal counsel may attend to provide advice and protect privilege.
• The general manager or management company representative may attend if the topic relates to their duties (though this is at the board’s discretion).
• The person who is the subject of a disciplinary hearing has the right to attend and to bring counsel.

Homeowners and non-board members cannot attend unless they are the subject of the session (such as a disciplinary hearing) and have requested to be present.

Do not invite homeowners or staff without a clear legal reason; this waives confidentiality. If you need input from a non-board member, gather it separately and bring it to the board in closed session.

HOA Executive Session Minutes and Record Keeping

What happens in an executive session does not disappear from the record. The Davis-Stirling Act and California law require boards to maintain minutes of all meetings, including executive sessions. However, executive session minutes are treated differently than open-session minutes.

What Must Be Disclosed in Open-Session Minutes

After an executive session concludes, the board must return to open session and report on the session. The open-session minutes must document:

• The fact that an executive session was held.
• The general topic or purpose (e.g., “executive session to discuss pending litigation”).
• The statutory authority for the closed session (the specific Civil Code section).

The open-session minutes do NOT need to disclose:

• The specific details discussed in the closed session.
• The board’s negotiating strategy.
• The identity of the parties involved (in litigation or discipline cases).

For example, if the board authorizes settlement in closed session, the open-session minutes would read: “The board held an executive session to discuss pending litigation pursuant to Civil Code section 4935(a). Following the closed session, the board voted to authorize the president to settle the matter up to a specified amount.” Do not describe allegations, demands, or internal debate.

Confidentiality and Limits on Sharing Executive-Session Discussions

Executive session minutes themselves are confidential and are not open to public inspection.

If a court orders disclosure (such as in litigation), executive session minutes may be compelled.

Board members must keep executive session discussions confidential. Sharing details undermines the purpose and can waive privilege.

Treat executive session discussions as confidential. Do not discuss specifics with homeowners or post on social media.

HOA Executive Session Board Vote Reporting and Action Documentation

Any board action resulting from an executive session must be reported and documented.

Votes in executive session must be recorded in closed-session minutes. Any resulting action (demand letter, lawsuit, disciplinary decision) must be reported in open-session minutes or board communication.

If the board votes to terminate the general manager, the termination decision and effective date must be disclosed.

This distinction prevents boards from using closed sessions to hide major decisions.

Remote and Hybrid Executive Sessions

Remote and hybrid board meetings are now permanent for many associations. The Davis-Stirling Act does not prohibit remote or hybrid executive sessions but imposes strict requirements. They must maintain the same confidentiality, attendance restrictions, and record-keeping as in-person sessions. Remote meetings introduce vulnerabilities: unauthorized recording, eavesdropping, screen sharing, and accidental disclosure.

Platform Selection and Security Requirements

Not all videoconference platforms are equally secure. Boards should select a platform that offers:

• Password protection, the meeting link should not be publicly available. Board members should receive the link via email or secure message, not posted on the community website or social media.
• Waiting room or admission control, the host should be able to admit participants individually and prevent unauthorized persons from joining. This is critical for executive sessions.
• Participant list visibility, the host should be able to see who is on the call at all times and to remove unauthorized participants if they join.

Popular platforms like Zoom, Microsoft Teams, and Google Meet offer these features, but they must be configured correctly. A board that uses Zoom without enabling a waiting room, password, or host controls is essentially holding an open meeting, even if the intent was to close the session.

Attendance Verification and Participant Management

Before the executive session begins, the host (typically the board president or secretary) should:

1. Verify the participant list. Confirm that only authorized attendees are on the call. This includes board members, legal counsel (if invited), and the general manager or management company representative (if relevant to the topic).
2. Remove unauthorized participants. If a homeowner, staff member, or other person joins the call, the host should remove them immediately and note the incident in the minutes.
3. Confirm participant identity. If board members are unfamiliar with each other or if the board is large, the host should ask participants to state their name and role. This creates a record of who attended.
4. Disable participant features. Before the session begins, the host should disable features that could compromise confidentiality, such as chat, screen sharing, and local recording.
5. Remind participants of confidentiality. At the start of the session, the host should remind all participants that the discussion is confidential and that sharing details outside the meeting is prohibited.

Recording and Transcription Protocols

Boards may record executive sessions for record-keeping purposes, but they must do so securely and with clear protocols.

If the board records the session:

• Announce the recording at the start of the session.
• Store securely on an encrypted server accessible only to board members and authorized staff.
• Limit access to board members and legal counsel only.

If the board does not record the session:

• Designate a secretary. One board member should be assigned to take written notes during the session. These notes form the basis of the closed-session minutes.
• Prevent participant recording. The host should disable the ability for participants to record locally. Most platforms allow the host to prevent recording by non-hosts.
• Confirm no recording is occurring. Before the session begins, the host should ask participants to confirm that they are not recording the call on a separate device (such as a smartphone or tablet).

Hybrid Session Logistics

Hybrid sessions, where some board members attend in person and others join remotely, require additional coordination:

• Ensure equal participation. Remote participants should be able to see and hear the in-person discussion clearly. Use a high-quality camera and microphone, not the built-in camera and microphone on a laptop. Position the camera so that remote participants can see all in-person attendees.
• Avoid side conversations. In-person board members should not have side conversations that remote participants cannot hear. This creates an unequal information environment and can be challenged as a violation of open-meeting rules.
• Test technology before the session. The host should test the videoconference setup 15 minutes before the meeting to ensure that audio and video are working, that the waiting room is enabled, and that all features are configured correctly.

Location and Privacy Considerations

Board members joining a remote executive session from home or another location should take steps to ensure privacy:

• Use a private location. Board members should join from a private room with a closed door, not from a shared space, home office with a window, or public location.
• Minimize background noise. Use a headset or earbuds to prevent others from overhearing the discussion. Do not use the speaker phone in a location where others can hear.
• Check the background. Ensure that the camera background does not reveal sensitive information (such as documents, whiteboards, or other board materials).

Troubleshooting and Incident Response

Despite best efforts, technical problems can occur. The board should have a protocol for handling them:

Unauthorized person joins the call: The host should immediately remove the person and note the incident in the minutes. The board should continue the session if all authorized participants remain. If the unauthorized person was able to hear sensitive information, the board should consult counsel about whether the confidentiality of the session has been compromised.

Participant’s connection drops: If a board member’s connection drops, the host should pause the discussion and attempt to reconnect the participant.

Recording malfunction: If the board intended to record the session but the recording failed, the host should note this in the minutes.

Technology failure during the session: If the videoconference platform fails entirely, the board should attempt to reconnect all participants.

Documentation in Minutes

The closed-session minutes should note whether the session was held in person, remotely, or as a hybrid meeting. If the session was remote or hybrid, the minutes should document:

• The platform used (e.g., “Zoom videoconference”).
• The participants present (board members, counsel, management).
• Any technical issues that occurred.

Example: “The board held an executive session via Zoom videoconference to discuss pending litigation pursuant to Civil Code section 4935(a). Present: [board members], [counsel]. The session was password-protected and recorded. No unauthorized persons joined the call.

This documentation creates a record that the board took appropriate security measures and helps defend against claims that the confidentiality of the session was compromised.

Common Mistakes in Calling and Conducting Executive Sessions

Boards frequently make errors in executive session practice. Understanding these pitfalls helps you avoid them.

Mistake 2: Discussing non-permissible topics. Solution: confirm with your attorney that the topic qualifies under Civil Code section 4935.

Mistake 4: Failing to report action. Solution: after every executive session, return to open session and report decisions made.

Mistake 6: Inadequate record-keeping. Solution: assign a secretary to record minutes, store securely, and retain per policy.

Examples Distinguishing Permitted Topics from Open-Session Requirements

Clarity comes from examples.

Scenario 1: Dispute over architectural review.

A homeowner’s architectural application is denied.

Answer: No.

Scenario 2: Delinquent assessment and payment plan.

A homeowner owes six months of assessments.

Answer: Yes.

Scenario 3: Reserve study and funding plan.

The board has received a reserve study showing a significant funding shortfall.

Answer: No. Reserve funding is not a permitted executive session topic.

Scenario 4: Personnel evaluation of the general manager.

The board wants to evaluate the general manager’s performance and discuss salary.

Answer: Yes. Personnel matters are permitted under Civil Code section 4935(e).

Scenario 5: Threat of litigation from a homeowner.

Answer: It depends.

Recent Amendments and SB 563 Changes to Executive Session Rules

California continues to refine open-meeting and executive session rules. SB 563, effective January 1, 2024, introduced changes that tightened requirements for executive sessions in homeowners associations.

In practical terms, this means:

• Board members should avoid serial one-on-one discussions about executive session topics before the formal closed session. If the board president emails the treasurer about litigation strategy, and the treasurer responds, that exchange may constitute a meeting under the expanded definition.
• The safest practice is to reserve all discussion of executive session topics for the formal closed session itself.
• Board members should be cautious about discussing executive session matters even casually with other board members outside the meeting.

The amendment also clarified that certain disclosures must be made in open session even if the underlying discussion was closed.

Additionally, SB 563 reinforced the principle that executive sessions are exceptions to the open-meeting rule and must be narrowly construed.

Practical Checklist for Calling and Conducting an Executive Session

Use this checklist to ensure your executive session complies with Davis-Stirling Act rules and California law.

Before the Meeting:

• Confirm that the topic qualifies under Civil Code section 4935 (litigation, contracts, discipline, assessments, or personnel).
• Consult with legal counsel if you are unsure whether the topic is permissible.
• Prepare a written notice identifying the topic broadly (e.g., “executive session to discuss pending litigation”) and the statutory authority.

During the Meeting:

• Call the executive session to order and restate the purpose and statutory authority.
• Confirm that only authorized attendees are present.
• If the meeting is remote, ensure the call is secure and no unauthorized persons are monitoring.

After the Meeting:

• Return to open session and report on the executive session (topic, statutory authority, and any actions taken).
• Record the report in open-session minutes.
• Finalize and secure the closed-session minutes.

Consequences and Remedies for Improper Closed-Session Actions

Boards that violate executive session rules face legal consequences. Understanding these remedies underscores the importance of compliance.

Personal Liability: Board members may face personal liability if they act in bad faith or with gross negligence.

Reputational Damage:

Beyond legal remedies, improper executive sessions damage board credibility and community trust.

The remedy for improper executive sessions is prevention.

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Calling and conducting executive sessions correctly is not just a legal formality.

At Apex Reserve Study, we help boards navigate complex compliance requirements, including reserve funding and special assessments. Proper governance and financial planning work together to build homeowner confidence and protect your community’s long-term health. California Civil Code sections 4900-5340 provide the complete statutory framework for common interest developments, and consulting your attorney on specific situations is always prudent.

Topic	Permissible in Executive Session	Statutory Authority	Required Disclosure
Pending or threatened litigation	Yes	Civil Code § 4935(a)	Decision to litigate or settle in open session
Contract negotiation	Yes	Civil Code § 4935(b)	Contract approval and general terms in open session
Member discipline	Yes	Civil Code § 4935(c)	Disciplinary decision in open session
Delinquent assessments	Yes	Civil Code § 4935(c)	Payment plan approval in open session
Personnel matters	Yes	Civil Code § 4935(e)	Employment decision in open session
Architectural disputes	No	Not listed	Must remain in open session
Reserve funding	No	Not listed	Must remain in open session
Homeowner complaints	No	Not listed	Must remain in open session

Frequently Asked Questions

What can an HOA board discuss in an executive session?

Under California Civil Code section 4935, HOA boards may hold executive sessions only for specific purposes: pending or threatened litigation, contract formation or negotiation, member discipline and hearings, delinquent assessments and payment plans, and personnel matters. Any discussion outside these permitted topics must occur in open session. Boards cannot use executive sessions to avoid transparency on financial decisions, policy changes, or general operational matters unrelated to these statutory exceptions.

Does an HOA have to give notice of an executive session?

Yes. The Davis-Stirling Act requires boards to provide notice of executive sessions. Boards must include the executive session on the meeting agenda and provide notice at least four days before the meeting for special meetings. The notice must identify the topic to be discussed in closed session by statute, though it does not need to provide detailed specifics. Members have the right to observe the open portions of any board meeting.

What must HOA boards report after an executive session?

After an executive session, boards must document in open-session minutes that the closed session occurred and the statutory basis for it (e.g., 'litigation discussion' or 'member discipline'). However, the actual details discussed remain confidential. If the board takes action as a result of the executive session, that action must be reported and voted on in open session.

Can an HOA board vote during an executive session?

The Davis-Stirling Act requires any board action resulting from an executive session to be reported and documented in open session. While boards may discuss and deliberate in closed session, and votes in executive session must be recorded in closed-session minutes, any formal vote on substantive matters like assessments, policies, discipline, or contracts must be reported in open session. This ensures homeowners can observe the final decision-making process.

Are executive session minutes available to homeowners?

No. Executive session minutes remain confidential and are not available to homeowners or the general membership. Only a summary notation in open-session minutes is required, stating that an executive session occurred and its statutory purpose. However, if the board takes action based on the closed session, that action and the vote are recorded in open-session minutes. Homeowners can request to observe open-session portions of any meeting, but closed-session discussions stay private.

Who can attend an HOA executive session?

Generally, only board members and legal counsel (if present to advise on the topic) may attend an executive session. In some cases, professional staff or consultants directly involved in the subject matter may be present. Homeowners and non-board members do not have the right to attend closed sessions. However, boards must allow members to observe the open portions of any meeting and must conduct the actual vote on any resulting action in open session.

What is the difference between Davis-Stirling Act rules and Robert's Rules on executive sessions?

The Davis-Stirling Act sets the legal framework for California HOA executive sessions, defining permitted topics and notice requirements. Robert's Rules of Order is a procedural guide for conducting meetings and may suggest how to manage executive sessions, but it does not override Davis-Stirling requirements. Boards must follow Davis-Stirling first; Robert's Rules can supplement it for procedural clarity. If the two conflict, Davis-Stirling Act requirements control.

How long can an HOA executive session last?

The Davis-Stirling Act does not specify a maximum duration for executive sessions. However, boards should conduct them efficiently and only discuss matters necessary for the stated purpose. Unreasonably long closed sessions may invite scrutiny or claims of misuse. Best practice is to set a reasonable timeframe in the agenda notice and stick to it. If additional time is needed, the board should reconvene in open session and provide updated notice before extending the closed session.