Meetings & Procedure · Executive Session · Texas & Florida

Executive Session: When to Use It and When You Can’t

Every board eventually needs to close the door — a threatened lawsuit, an employee problem, a delinquent neighbor. Executive session exists for those moments, and it is one of the most misused tools in community governance. The topics a board may take behind closed doors are set by statute, and the list in Florida is far shorter than the list in Texas. What happens after the door reopens matters just as much.

Educational notice. This information is educational in nature and should not be construed as legal advice. Consult qualified association counsel regarding legal interpretation specific to your jurisdiction.

The open-meeting rule is the default: a board acts as a body, in a meeting owners can attend, on matters owners were told about. Executive session is the statutory exception to that rule. It is not a separate meeting and not a private board retreat. It is a closed segment of a properly called board meeting, limited to topics the legislature listed, and bracketed on both ends by open-session steps that owners can see.

This guide covers the Texas and Florida lists side by side, the procedure for entering and leaving closed session, and the open-session obligations that follow. For the broader open-meeting framework, see The Open-Meeting Rule and the Walking Quorum; for the full Texas HOA meeting statute, see Texas Open Meetings Requirements Under § 209.0051.

Start With the Right Statute

The first question is which statute governs your association. The topic lists differ, and a board that borrows another regime’s list can close a session the law does not permit.

• Texas property owners’ associations (HOAs) — Tex. Prop. Code § 209.0051. Chapter 209 does not apply to condominiums; § 209.003(d) excludes a condominium as defined by § 81.002 or § 82.003.
• Texas condominiums under the Uniform Condominium Act — Tex. Prop. Code § 82.108(b). (Older condominiums under Chapter 81 should confirm with counsel which provisions apply to them.)
• Florida condominiums — Fla. Stat. § 718.112(2)(c), with the exceptions in subparagraph 5.
• Florida homeowners’ associations — Fla. Stat. § 720.303(2)(a) and (b).

Your bylaws may add procedure, but they cannot widen a statutory exception to the open-meeting requirement. When the bylaws and the statute disagree about what may be closed, the statute controls.

Texas HOAs: Seven Topics Under § 209.0051(c)

Section 209.0051(c) requires regular and special board meetings to be open to owners, “subject to the right of the board to adjourn a board meeting and reconvene in closed executive session” to consider:

1. actions involving personnel;
2. pending or threatened litigation;
3. contract negotiations;
4. enforcement actions;
5. confidential communications with the association’s attorney;
6. matters involving the invasion of privacy of individual owners; and
7. matters that are to remain confidential by request of the affected parties and agreement of the board.

Two procedural points sit around that list. First, § 209.0051(e) requires the meeting notice to include “a general description of any matter to be brought up for deliberation in executive session.” A closed session that was not described in the notice is a notice problem before it is anything else. Second, § 209.0051(c-2) allows electronic and telephonic board meetings and requires that owners in attendance be able to hear all board members — “except for any portion of the meeting conducted in executive session.” On a video call, the closed portion is handled by moving directors to a separate room or line, not by muting owners and continuing.

The Texas Decision Rule, Read Carefully

Texas boards are often told that nothing may be decided in executive session. The statutory text is more specific. Section 209.0051(c) states: “Following an executive session, any decision made in the executive session must be summarized orally and placed in the minutes, in general terms, without breaching the privacy of individual owners, violating any privilege, or disclosing information that was to remain confidential at the request of the affected parties. The oral summary must include a general explanation of expenditures approved in executive session.”

That language assumes some decisions may be reached in closed session — and imposes a disclosure duty when they are. It sits alongside § 209.0051(h), which provides that the board may not, “unless done in an open meeting for which prior notice was given to owners,” consider or vote on fifteen listed matters, including fines, damage assessments, initiation of foreclosure, initiation of most enforcement actions, increases in assessments, special assessments, architectural-denial appeals, suspension of an owner’s rights before a hearing opportunity, borrowing, amending dedicatory instruments, the annual budget, buying or selling real property, filling a board vacancy, new capital improvements, and electing officers.

How those two provisions interact for a particular decision is a question for counsel. The practice that satisfies both is simple: deliberate in executive session, then return to open session, summarize in general terms, and take the vote on the record. A board that does this never has to argue about whether a closed-session decision was permitted.

Texas Condominiums: A Shorter List Under § 82.108(b)

Section 82.108(b) makes meetings of the association and the board open to unit owners, subject to the board’s right to adjourn and reconvene in closed executive session to consider:

• actions involving personnel;
• pending litigation;
• contract negotiations;
• enforcement actions;
• matters involving the invasion of privacy of individual unit owners; and
• matters that are to remain confidential by request of the affected parties and agreement of the board.

Compare it to the HOA list. The condominium text says “pending litigation,” not “pending or threatened litigation,” and it has no separate category for confidential communications with the association’s attorney. A condominium board that wants to consult counsel about a dispute that has not yet been filed should ask counsel how that discussion fits the statute before closing the room. Section 82.108(b) also adds a step: “The general nature of any business to be considered in executive session must first be announced at the open meeting.” For the full condominium meeting framework, see Texas Condominium Meetings Under Chapter 82.

Florida: Two Exceptions, Nothing More

Florida’s open-meeting requirements are broader than Texas’s, and its exceptions are narrower. A Florida board that copies a Texas-style list of seven topics will close meetings it has no authority to close.

Condominiums — § 718.112(2)(c)5.

Board meetings at which a quorum is present are open to all unit owners, who may speak on designated agenda items and may record the meeting. Subparagraph 5. provides that, notwithstanding any other law, the open-meeting requirement for board and committee meetings does not apply to:

• “Meetings between the board or a committee and the association’s attorney, with respect to proposed or pending litigation, if the meeting is held for the purpose of seeking or rendering legal advice”; or
• “Board meetings held for the purpose of discussing personnel matters.”

Homeowners’ Associations — § 720.303(2)

Section 720.303(2)(a) requires board meetings to be open to all members, “except for meetings between the board and its attorney with respect to proposed or pending litigation where the contents of the discussion would otherwise be governed by the attorney-client privilege.” Section 720.303(2)(b) adds that meetings between the board or a committee and the association’s attorney to discuss proposed or pending litigation, or meetings of the board held to discuss personnel matters, “are not required to be open to the members other than directors.”

What the Florida Text Means in Practice

• The litigation exception is an attorney exception. Both statutes describe a meeting with the association’s attorney. Directors talking among themselves about a lawsuit, with no lawyer present, are not within the text.
• Contracts and enforcement are open. Neither Florida statute lists contract negotiations, owner violations, collections, or owner privacy. Those matters are handled in the open meeting, with care about what is said.
• Personnel means personnel. Whether a discussion of the management company or another vendor counts as a “personnel matter” is not answered by the statutory text; ask counsel before closing a session on that basis.
• Notice is a separate duty. The exceptions lift the openness requirement. They do not, by their terms, lift the notice requirements in § 718.112(2)(c)1. or § 720.303(2)(c), which require notice of all board meetings that specifically identifies agenda items. Treat a closed attorney or personnel meeting as a noticed board meeting.
• No votes by e-mail, proxy, or secret ballot. Both statutes prohibit directors from casting a vote on an association matter by e-mail, and § 718.111(1)(b) and § 720.303(2)(c)3. prohibit voting by proxy or secret ballot at board meetings, except for electing officers. A closed session is not a workaround for either rule.

For the Florida meeting framework as a whole, see HOA Board Meetings: A Complete Governance Guide for Florida Associations.

What Executive Session Is Not For

In both states, these are not authorized reasons to close a meeting:

• A topic that is contentious, embarrassing, or likely to draw a crowd.
• General policy, rules, budget, or reserve discussions.
• Revisiting or “pre-deciding” an item that will be voted on in open session, so the open vote is a formality.
• Discussing a particular owner because that owner is difficult.
• Any topic that is not on the statutory list for your association type.

The Procedure, Step by Step

1. Notice it. List the closed session on the agenda with a general description of the topic (required in Texas HOAs by § 209.0051(e); good practice everywhere).
2. Open the meeting first. Executive session is entered from an open meeting, never in place of one.
3. State the basis on the record. A motion such as “to adjourn into executive session under Texas Property Code § 209.0051(c) to discuss pending litigation” names the topic in general terms and the statutory basis without revealing confidential detail. Texas condominiums must announce the general nature of the business at the open meeting under § 82.108(b).
4. Clear the room. Only directors remain, plus those the board needs — counsel, and the manager when appropriate. In Florida litigation sessions, counsel’s presence is what the exception is built on.
5. Stay on topic. If the conversation drifts to a topic not on the list, stop. The exception covers the authorized topic, not the meeting.
6. Return to open session. Record the time out. Reopen the room before any vote.
7. Summarize and vote in the open. Describe the matter in general terms, take the vote, and record it.

Back in Open Session: Votes and Minutes

The open-session record is what proves the closed session was legitimate.

• Texas HOAs. Any decision made in executive session must be summarized orally and placed in the minutes in general terms, including a general explanation of expenditures approved (§ 209.0051(c)). The board must keep written minutes of each regular or special board meeting and make meeting records, including approved minutes, available to members on written request (§ 209.0051(d)).
• Florida condominiums. Minutes of all board meetings are official records (§ 718.111(12)), and “a vote or abstention for each member present shall be recorded in the minutes” (§ 718.111(1)(b)).
• Florida HOAs. Minutes must be kept in written form or a form convertible to writing, and “a vote or abstention from voting on each matter voted upon for each director present at a board meeting must be recorded in the minutes” (§ 720.303(3)).

A sound minute entry records: the motion to enter closed session and its general basis; the time in and the time out; who attended besides directors; and the action taken in open session afterward, with the vote. It does not record legal advice, an employee’s performance details, or an owner’s private information. If the board keeps separate notes of the closed portion, counsel should advise on how they are labeled and held. In both Florida statutes, records protected by the lawyer-client or work-product privilege and personnel records of association or management company employees are among the records not accessible to owners (§ 718.111(12); § 720.303(5)). In Texas, an attorney’s files relating to the association are generally not association records, and § 209.005(d) does not require production of attorney work product or privileged attorney-client communications.

Confidentiality After the Meeting

What a director hears in executive session is confidential because the reason for closing the room was confidentiality. A director who repeats litigation strategy to a neighbor can waive a privilege the association is relying on; a director who posts about an employee’s discipline can expose the association to a claim. A director who disagrees with the outcome may vote no on the record and say so in open session — that is the legitimate channel.

Related Reading

• The Open-Meeting Rule and the Walking Quorum — why the board acts only in a noticed meeting.
• Texas Open Meetings Requirements Under § 209.0051 — notice periods, minutes, and electronic meetings for Texas HOAs.
• Texas Condominium Meetings Under Chapter 82 — the full TUCA meeting framework.
• HOA Board Meetings: Florida — notice, owner speaking rights, and emergency meetings.

Tags: executive session · closed session · § 209.0051 · § 82.108 · § 718.112 · § 720.303 · attorney-client privilege · personnel matters · board minutes · open meetings · Texas · Florida

Disclaimer. This article is published by the Common Interest Community Standards Council for educational and informational purposes only. It is not legal advice and does not establish an attorney-client relationship. Statutory references reflect the Texas Property Code and the 2026 Florida Statutes as published by each state’s legislature at the time of writing and are intended to support informed governance, not to substitute for advice from qualified legal counsel. Whether a particular topic may be taken into closed session, and how a particular decision must be made and recorded, depends on the governing statute, the association’s documents, and the facts. CIC-SC, its authors, and its members assume no liability for actions taken in reliance on this content.

Published by the Common Interest Community Standards Council (CICSC). Part of the CICSC Member Education Library. © 2026 CICSC. Educational use permitted with attribution.