Key Takeaways

- Executive sessions are limited to specific topics, and most community business must be handled in an open session.
- Attorney-client privilege protects legal advice and attorney work product, but it does not cover routine decisions simply because counsel is involved.
- Executive session minutes are generally excluded from inspection, yet boards must still create them and report key outcomes in open-session records.
- Valid withholding relies on narrow redactions and written, statute-based explanations—not blanket “confidential” refusals.
- Homeowners can seek disclosable alternatives (contracts, ledgers, minutes), document patterns, use IDR or mediation, and enforce statutory rights when boards overreach.

Executive sessions and attorney-client privilege can make HOA decision-making feel opaque. California law allows closed-door meetings, but only for narrow purposes such as litigation, discipline, personnel matters, assessment payment meetings, and certain contract negotiations. Privilege protects genuine legal advice and attorney work product—not routine association business simply because a lawyer is present. This article explains what executive sessions are, what notice and report-out rules apply, which records are excluded versus privileged, and how homeowners can recognize overreach and respond using the tools provided by California law.

An HOA Executive Session Is a Closed-Door Meeting Reserved for Sensitive Topics

California law permits HOA boards to meet privately only under limited circumstances. These confidential meetings exist to protect sensitive discussions that could harm the association or individual members if disclosed publicly—such as litigation strategy, personnel issues, or member discipline. The authority comes from California Civil Code § 4935, part of the Davis-Stirling Common Interest Development Act. This authority is narrow and does not permit general secrecy.

Executive Sessions Cover Five Topics; Open Sessions Handle Everything Else

The limits imposed by Davis-Stirling are strict. Boards may only meet in executive session to discuss:

- Litigation
- Contract negotiations with third parties
- Member discipline
- Personnel matters
- Meetings with members regarding assessment payments

All other association business must be conducted in open session. Budget approvals, maintenance decisions, rule changes, vendor selection announcements, and policy discussions are required to occur at meetings open to the membership. Discussing general community business behind closed doors is inconsistent with California law.

The Biggest Misconception Is That Boards Can Decide Anything in Secret

Boards cannot make unrestricted decisions in executive session and simply announce outcomes later. Executive sessions are limited to the five statutory categories. While a board may privately discuss litigation or negotiation strategy, the approval of contracts, adoption of rules, or allocation of association funds typically must occur in open session. The confidentiality protects the discussion—not the existence of the decision itself.

Attorney-Client Privilege Belongs to the HOA Entity, Not Individual Homeowners

Attorney-client privilege protects confidential communications between the association and its legal counsel when made for the purpose of seeking or providing legal advice. Under California Evidence Code § 954, the privilege belongs to the HOA as a legal entity, acting through its board—not to individual homeowners, even though assessments fund legal services.

Attorney-Client Privilege vs. Attorney Work Product

Attorney-client privilege covers communications such as emails, calls, and meeting discussions involving legal advice. Attorney work product protects materials prepared in anticipation of litigation, including strategy memoranda, legal research, and draft pleadings. Both categories may justify withholding records under Civil Code § 5215(a)(3) when properly applied.

The HOA Is the Client

California courts have made clear that the association—not individual owners or individual directors—is the client. As a result, homeowners do not have an automatic right to inspect privileged legal communications. The board controls whether privilege is maintained or waived.

Privilege Can Be Waived Through Voluntary Disclosure

Privilege may be waived if confidential legal communications are voluntarily shared with non-clients. Once waived, protection may be lost for that communication and potentially related subject matter. Confidentiality depends on careful handling of privileged material.

Privilege Protects Legal Advice—Not Routine Business

Not everything discussed in executive session is privileged. Privilege applies to legal advice and litigation strategy—not to operational or policy decisions simply because an attorney is present.

What Is Protected

- Litigation strategy and risk assessments
- Settlement discussions and legal exposure analysis
- Legal advice regarding compliance or liability

What Is Not Protected

- Routine maintenance decisions
- Vendor selection discussions
- Budgeting and financial management
- Policy debates unrelated to legal advice

A lawyer’s presence does not automatically convert a business discussion into a privileged communication.

Executive Session Minutes Are Excluded by Statute, Not Privilege

Executive session minutes are excluded from homeowner inspection under Civil Code § 5200(a)(8) and § 5215(a)(5)(D). This exclusion exists by statute—not because the minutes are automatically privileged. Boards must still create and retain executive session minutes under Corporations Code § 8320.

Reporting Obligations Still Apply

Civil Code § 4935(e) requires boards to generally note executive session matters in the minutes of the next open meeting. While the substance of confidential discussions remains private, the occurrence and general nature of executive session actions must be disclosed.

Attorney Invoices and Financial Records

Attorney billing statements must generally be produced upon request. Boards may redact narrative descriptions that reveal legal advice or strategy, but totals, dates, and amounts billed are typically disclosable. Blanket refusal to produce billing records is improper.

Written Explanations and Narrow Redactions Are Required

When withholding records, boards must provide a written explanation citing the specific statutory basis under Civil Code § 5215(d). General claims of “confidentiality” or “privilege” are insufficient. Redactions must be narrowly tailored, and only privileged or statutorily protected information may be withheld.

Charging more than the statutory cap for redaction time or redacting non-privileged information—such as contract pricing or vendor identities—may indicate improper withholding.

Using IDR and Other Statutory Tools

Homeowners may request Internal Dispute Resolution under Civil Code § 5915 to address record-access disputes without litigation. IDR creates a documented record of the board’s position and the homeowner’s good-faith efforts to resolve the issue.

If disputes persist, mediation or other ADR options under Civil Code § 5925 may be available. Civil Code § 5235 authorizes civil enforcement when associations unreasonably withhold records, including potential statutory penalties and fee recovery.

Closed Doors, Clear Boundaries

California law permits executive sessions, but only within defined limits. Boards must still disclose outcomes, provide financial transparency, and justify any withholding with specific statutory authority. When routine business is shielded behind claims of privilege, homeowners can document the pattern, request compliant production, and use IDR or other enforcement tools to protect transparency and accountability.