EXECUTIVE SESSION MINUTES

1. Noted in Open Meeting Minutes. The minutes of the open board meeting must generally reflect the board's executive session:

Any matter discussed in executive session shall be generally noted in the minutes of the immediately following meeting that is open to the entire membership. Civil Code §1363.05(c)

2. Executive Session Minutes. The board must maintain separate minutes of the executive session meeting which go into more detail and reflects the deliberation and reasoning behind whatever action the board takes in executive session. Corp. Code §8320(b) For example, if the board were to give the manager a warning, executive session minutes should be written which reflect in more detail what occurred in the meeting. For example, the executive session minutes might state that "The Board expressed dissatisfaction with the manager's performance and gave the manager a written warning that failure to resolve tardiness and absenteeism would result in her dismissal. Accordingly, the board voted not to renew the the manager's one-year contract and made his employment at-will." Boards should NOT tape record their executive sessions.

3. Approval of Minutes. Executive session minutes may be approved at the board's next open meeting or executive session. However, the risk with open-meeting approvals is that the board may need to discuss corrections or revisions to the minutes which could result in the exposure of confidences and/or waiver of attorney-client privileges. Accordingly, approval of executive session minutes should be done in executive session.

4. No Distribution of Minutes. Minutes of executive sessions should NOT be distributed to the membership. Civil Code §1363.05(d)

Updated by ADAMS KESSLER 5/7/2008