Arizona HOA Executive Session Rules: What Boards Must Know

Guidance for Board Members

Recent Arizona case law has changed how community association boards may conduct executive (closed) sessions. The Arizona Court of Appeals has clarified that while executive sessions remain appropriate for limited and sensitive discussions, all board decisions must now be made in open session.

This guidance applies to both planned communities and condominiums in Arizona and is effective immediately.

What Has Changed

• No voting or final decisions may occur in the executive session.
  Executive session is now strictly limited to discussion only.
• All board action must occur in an open meeting, following the owner’s comment, even if the matter was first discussed privately.

Arizona courts have emphasized that transparency is the default and that executive session should not be used to make or finalize decisions outside of members’ view.

What Executive Sessions May Still Be Used For

Boards may still meet in executive session to discuss the following topics allowed by Arizona law:

• Legal advice from the association’s attorney
• Pending or contemplated litigation
• Delinquent assessments, collections, or foreclosure matters
• Personnel issues involving specific employees or contractors
• Member violation appeals, unless otherwise requested by the applicable homeowner

While these discussions may occur privately, any resulting decision must be voted on later in an open session.

Required Meeting Flow Going Forward

When an issue qualifies for executive session:

1. The board may discuss the matter in an executive session (if appropriate).
2. The Board must wait until the open session to vote on the matter
3. In the open session, a motion must be made identifying the action to be taken.
4. Members must be allowed to comment.
5. The board must vote in the open session.

This sequence is required even when the topic involves legal, personnel, or enforcement matters.

Agenda Requirements (Significant Change)

Executive session agendas must now provide meaningful notice of what will be discussed.

• It is no longer sufficient to list only a statute number or vague labels such as “legal,” “personnel,” or “executive session.”
• Agendas should include a general description of each topic, without disclosing confidential or privileged details.

Acceptable examples:

• “Legal advice regarding pending litigation – drainage matter.”
• “Discussion of delinquent assessment account – potential foreclosure.”
• “Owner violation appeal – ID # 7447.”

Not acceptable:

• “Executive session.”
• “Legal matters.”
• A statutory citation with no description

Note: Meeting notices themselves (date, time, location, statutory reference) have not changed. The enhanced transparency requirement applies specifically to agendas.

Delegating Executive Session Authority

Boards may designate a person (such as the Board President or Community Manager) to determine which items qualify for executive session. This delegation should be approved in an open meeting and reflected in the meeting minutes.

Key Takeaways for Board Members

• The Executive session is for discussion only
• All votes and decisions must be made in open sessions.
• Executive session agendas must be specific and descriptive
• When in doubt, err on the side of openness and transparency
• Minute-taking practices need to be adjusted (decisions will no longer be included in the executive session minutes, but the minutes will remain withheld from membership viewing)

These changes are intended to strengthen trust, clarity, and compliance with Arizona law.

Arizona Legislative Updates