COMMON INTEREST COMMUNITY STANDARDS COUNCIL Governance Standard GOV-003 — Executive Session Standards Version: 2.0 | Effective: April 2026 | Review Cycle: Annual Authority: CICSC Governance Standards Council | Status: Current -- Updated Q2 2026 ================================================================ PURPOSE This standard defines the authorized purposes, procedural requirements, and documentation standards for the use of executive session by Common Interest Community boards. It is intended to protect the legitimate confidentiality interests of the board while preserving the transparency obligations owed to the membership. ---------------------------------------------------------------- 1. GOVERNING PRINCIPLE ---------------------------------------------------------------- Executive session is a tool for protecting specific, legally recognized confidentiality interests. It is not a tool for conducting routine business away from member observation, managing uncomfortable topics, or discussing matters that merely involve individual members. Every use of executive session must have a clear statutory or governing- document basis. Routine use without documented basis erodes member trust and creates legal exposure. ---------------------------------------------------------------- 2. AUTHORIZED TOPICS ---------------------------------------------------------------- The following topics are generally authorized for executive session under Texas law and most governing documents. Note that state statutes vary; the board's counsel should confirm applicable jurisdiction requirements. 2.1 Per Statute (Texas Property Code) Pending or threatened litigation involving the association Basis: Tex. Prop. Code Section 209.0051(h)(1) Attorney-client communications Basis: Tex. Prop. Code Section 209.0051(h)(2) Contract negotiations Basis: Tex. Prop. Code Section 209.0051(h)(3) Member enforcement actions and related hearings Basis: Tex. Prop. Code Section 209.0051(h)(4) Personnel matters Basis: Tex. Prop. Code Section 209.0051(h)(5) 2.2 Generally Accepted Additional Topics - Sensitive matters involving identified individual members where public discussion would be prejudicial - Ongoing insurance claim strategy and settlement discussions - Purchase of real property where disclosure would affect negotiations ---------------------------------------------------------------- 3. TOPICS NOT AUTHORIZED FOR EXECUTIVE SESSION ---------------------------------------------------------------- The following topics must be addressed in open session: - Routine operating budget discussion - Vendor selection (unless contract is under active negotiation) - Annual budget approval - General policy matters affecting the entire membership - Assessment increases or special assessments - Amendment to governing documents - Any matter requiring a membership vote - Financial reporting A board that conducts routine business in executive session to avoid member observation is in violation of open-meeting requirements. ---------------------------------------------------------------- 4. PROCEDURAL REQUIREMENTS ---------------------------------------------------------------- 4.1 Entry into Executive Session 1. The board chair announces the intent to move into executive session. 2. A director makes a formal motion: "I move that the board convene in executive session pursuant to [specific statutory or governing document citation] to discuss [general subject matter, without specifics that compromise confidentiality]." 3. A second is obtained. 4. A vote is taken. 5. Members and observers are asked to leave the meeting space. 6. The time of entry into executive session is noted. 4.2 Conduct During Executive Session - Only board members and persons whose presence is necessary (legal counsel, manager, subject matter experts for the specific topic) may remain. - Discussion must be limited to the stated subject matter. - No votes binding on the association may be taken in executive session. Votes on matters discussed in executive session must be taken in open session. 4.3 Return to Open Session 1. A motion to return to open session is made and voted on. 2. The time of return is noted. 3. The board chair announces the return to open session. 4. Any vote required based on executive session discussion is immediately taken in open session, with the motion stated in full for the record. ---------------------------------------------------------------- 5. MINUTES REQUIREMENTS -- REVISED Q2 2026 ---------------------------------------------------------------- 5.1 What the Minutes Must Include Motion to enter executive session with statutory basis Required Vote on motion (including individual director votes) Required Time of entry Required General subject matter discussed (no confidential detail) Required Time of return to open session Required Any open-session vote following executive session Required 5.2 What the Minutes Must NOT Include Substance of attorney-client communications Do not include Specific litigation strategy Do not include Content of individual member enforcement discussions Do not include Content of personnel deliberations Do not include Settlement negotiation positions Do not include ---------------------------------------------------------------- 6. RECORD RETENTION ---------------------------------------------------------------- Executive session minutes (procedural entries only) are retained with regular board meeting minutes. Attorney-client communications from executive session are retained separately as privileged communications under the direction of association counsel. ---------------------------------------------------------------- COMPANION RESOURCES ---------------------------------------------------------------- Quick Reference: GOV-003-QR -- Executive Session Checklist Template: Executive Session Motion Language (Standard Form) Template: Minutes Entry -- Executive Session and Return Standard: GOV-002 -- Meeting Procedures and Parliamentary Rules Standard: ETH-002 -- Confidentiality and Information Standards ================================================================ CICSC provides governance education and standards. This document does not constitute legal advice. Consult qualified legal counsel for jurisdiction-specific executive session requirements. © 2026 Common Interest Community Standards Council. All rights reserved. cic-sc.org