Overview

Bad HOAs don’t like to operate in the light. Instead, they prefer to operate without oversight. To hide their activities from the membership at large, bad HOA boards will frequently try to conduct business behind closed doors by calling their gatherings “planning meetings,” “informal sessions,” or something else they claim does not count as a board meeting. Homeowners usually discover these meetings after the board has already made decisions without notice, agendas, or any record of what occurred. That practice is unequivocally illegal under California law, and members should not tolerate such conduct.

Civil Code 4090 defines a board meeting broadly as any gathering of a quorum of directors to hear, discuss, or deliberate on HOA business. What the board calls the meeting does not matter. If a quorum of directors is discussing HOA business, the Open Meeting Act, set forth in Civil Code 4900 through 4955, applies. That means the meeting required notice, an agenda, minutes, and the opportunity for members to attend unless a valid executive session exception applied.

These violations often come with a second problem. Once homeowners challenge the conduct, boards sometimes attempt to clean it up after the fact by creating or backdating minutes to make it appear as though the board properly noticed and conducted the meeting. Minutes are supposed to document what happened, not justify undisclosed meetings after the fact. When an HOA rewrites the record this way, it creates credibility issues that can undermine board actions and expose the HOA to legal challenge.

This Fact Sheet focuses specifically on off-the-record HOA meetings, including so-called “planning meetings” and “informal sessions,” and explains why relabeling a meeting does not avoid the law. I also address what homeowners can do when their HOA conducts business in secret. Even when meetings are properly noticed, many HOA boards violate a different set of rules by limiting what members are allowed to say during open forum, which I addressed in my related Fact Sheet, “Can a California HOA Stop You from Speaking at a Board Meeting?”

If you’d like to take a deeper dive into the Davis-Stirling Act’s Open Meeting Act, you can read the following two Fact Sheets: “California HOA Open Meeting Act: Homeowner Rights and Board Obligations” and “What to Do When Your HOA Violates California’s Open Meeting Act.” Or, if you prefer, you can watch an episode of my podcast, HOA HELL, entitled “California HOAs: The Open Meeting Act.”

Key Points

California law focuses on what a quorum of directors does, not on what the HOA board calls the gathering. If a quorum of directors gathers to hear, discuss, or deliberate on HOA business, the law treats that gathering as a board meeting. That is the threshold issue. Once that threshold is met, the HOA board must follow the laws that govern notice, agendas, member attendance, and minutes.

• A director’s meeting is a board meeting when a quorum of directors gathers and discusses HOA business. Civil Code 4090 defines a board meeting as any gathering where a quorum of directors meets to “hear, discuss, or deliberate” HOA business. The law, therefore, does not turn on labels, intent, or whether the HOA board considers the gathering casual or unofficial. It turns on what occurred. If a quorum got together and discussed HOA business, the meeting triggered the Open Meeting Act.
• The Open Meeting Act’s requirements apply even if the HOA board claims no vote occurred. Civil Code 4090 reaches gatherings where a quorum hears, discusses, or deliberates on HOA business. The statute does not wait for a formal vote. HOA boards violate the law when they use off-the-record meetings to test ideas, build consensus, or decide the direction of a later vote before any homeowner ever sees the issue in open session.
• If a quorum of directors plans to discuss HOA business, they must give notice, post an agenda, and create minutes. These are not optional formalities. They are the basic legal requirements that allow homeowners to know when the HOA board will conduct business, what subjects it plans to address, and what occurred once the meeting ended. Boards don’t get to decide whether they’re going to follow the law. They have to follow the law.
  • Civil Code 4920 requires notice and an agenda. An HOA board cannot hold a hidden or secret meeting first and then treat public notice later as good enough. The law requires notice before the meeting so members have a fair opportunity to attend and observe.
  • The board must keep minutes of all board meetings. Corporations Code 8320 requires HOAs to keep minutes of all board meetings, and Civil Code 4950 requires the HOA board to make open-meeting minutes (or drafts) available to members within 30 days. Those statutes matter because minutes create the official record of the board’s discussions and actions. An HOA board cannot avoid that obligation by calling the gathering informal, preliminary, or off the record.
  • Backdated minutes do not fix the problem. If the HOA board creates minutes only after homeowners expose the secret meeting, those minutes do not erase the original violation. They create a new credibility problem because the HOA is no longer recording events as they happen, but is instead trying to rebuild the record after the fact.
• Homeowners have the right to attend board meetings unless the law authorizes a closed session. That rule matters because secret meetings do more than break technical requirements. They cut homeowners out of the discussion while the HOA board shapes decisions that impact community rules, contracts, spending, enforcement, or litigation. When a quorum meets behind closed doors to discuss ordinary HOA business, the HOA board shuts members out of a process the law requires to remain open.
  • Executive session does not give HOA boards a free pass to conduct secret meetings. Civil Code 4935 limits executive session to specific subjects, including litigation, contracts, personnel matters, member discipline, and member payment issues. An HOA board cannot move ordinary business into private discussions by calling the gathering strategic, informal, or preliminary. If the topic does not fall within a lawful executive-session category, the discussion belongs in a properly noticed board meeting. [For a 90-second primer on the topic of executive sessions, watch “What Can an HOA Board Discuss in Executive Session in California?”]
• Homeowners can take several steps to force their HOAs to comply with the Open Meeting Act. If your HOA’s board gathers in secret to discuss HOA business, you cannot let that go. You must act. Fortunately, there are several steps you can take to force your HOA’s board to comply with the law.
  • When homeowners suspect a secret meeting, they should immediately start building the factual record. Save emails, texts, photographs or video, witness statements, calendar invitations, later-issued minutes, and any admission by a director or manager that the gathering occurred. Focus on proving the facts that matter most, such as who attended, what HOA business the directors discussed, and when the meeting occurred. The sooner you lock down the timeline, the harder it becomes for the board to change the story later.
  • Once you gather the proof, you should put the HOA board on written notice and demand compliance. A proper written demand should identify the meeting at issue, explain why it qualified as a board meeting under Civil Code 4090, and point out the missing notice, agenda, or minutes. That step often exposes the HOA board’s next move. It will either admit the violation, deny facts that others can prove, or offer an excuse that collapses under the statute. Either way, you build significant leverage.
  • If the HOA board refuses to correct its conduct, homeowners should escalate the pressure in an organized way. That can include notifying other homeowners of what occurred, demanding IDR if it will serve a useful purpose, and preparing for formal enforcement if the HOA board still refuses to comply. Secret meetings are not minor technical violations. Homeowners should treat these meetings as a major red flag because they strike at the legitimacy of the HOA board’s decision-making process.
• If your HOA board is conducting business in secret, call my expert team of HOA attorneys at MBK Chapman. California homeowners do not have to tolerate secret “planning meetings,” procedural games, or backdated minutes designed to cover up what a quorum of directors already did behind closed doors. The highly respected HOA lawyers at MBK Chapman are experts in confronting these violations directly and forcing noncompliant HOA boards into following the law.

Softer labels, casual language, or after-the-fact paperwork do not make secret meetings lawful. When a quorum of directors discusses HOA business, the law requires the HOA board to follow the laws contained in the Open Meeting Act, and homeowners should treat any effort to hide that conduct as a serious warning sign.

FAQs

About MBK Chapman Fact Sheets

Homeowners searching for answers online will often come across articles that appear authoritative, but are actually written as search-engine marketing content rather than by an experienced HOA lawyer. These pieces tend to prioritize keyword density over clarity, accuracy, or legal context, which often leaves homeowners more confused than informed.

At MBK Chapman, our Fact Sheets are part of our HOA Law Library and are written by Michael Kushner, an HOA lawyer with decades of hands-on experience representing California homeowners. In fact, Michael Kushner is the HOA lawyer who pioneered the systems and strategies used by some of California’s most successful homeowner-side HOA law firms.

Each Fact Sheet is deliberately concise, statute-based, and designed as a quick-reference guide to help homeowners understand key HOA laws and enforcement rules at a glance.

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