Massachusetts HOA Open Meeting Law: What Your Board Can and Cannot Discuss in Private

Massachusetts HOA Open Meeting Law: What Your Board Can and Cannot Discuss in Private

Massachusetts does not have a statewide open meeting law that applies to homeowner associations or condominium boards. Unlike the Massachusetts Open Meeting Law codified in Massachusetts General Laws Chapter 30A, which governs public bodies such as city councils and school committees, private HOAs and condo associations are not subject to that statute. Your board's obligation to hold open or closed meetings flows entirely from your governing documents, the Massachusetts Condominium Act for condos, and common law fiduciary duty principles.

The absence of a statewide mandate does not mean your board can operate in complete secrecy. Many Massachusetts association bylaws include provisions that require notice of board meetings, specify when members may attend, and define what constitutes executive session. Your first step is to review your declaration, bylaws, and any amendments to determine your current obligations. If your documents are silent, you still must act in the best interest of unit owners and maintain transparency on matters that affect the association's finances, operations, and governance.

What the Massachusetts Condominium Act Requires

The Massachusetts Condominium Act, found in Massachusetts General Laws Chapter 183A, does not mandate open board meetings. However, Section 10 of Chapter 183A requires that unit owners have access to certain association records, including meeting minutes and financial statements. If your board conducts business without documenting decisions or providing reasonable access to records, you risk complaints to the Massachusetts Attorney General's office or civil litigation from unit owners.

Your board must maintain minutes of all meetings, whether open or closed. Those minutes must be available for inspection by unit owners within a reasonable time. The Attorney General's office, through its Non Profit Organizations and Public Charities Division, has authority to investigate complaints about Massachusetts nonprofit corporations, including condominium trusts that are organized as nonprofits. While the office does not regulate day to day HOA operations, it can investigate allegations of mismanagement or breach of fiduciary duty.

What Triggers a Meeting Under Massachusetts Practice

A meeting occurs when a quorum of your board gathers to discuss association business. Massachusetts courts have not defined a bright line rule for HOAs, but common law principles and nonprofit governance standards suggest that any gathering where a quorum deliberates or votes constitutes a meeting. Serial email exchanges among board members can also create a constructive meeting if they amount to deliberation outside a formal session.

Your bylaws likely define quorum as a majority of directors. If three of five board members exchange emails about a proposed roof replacement and reach a decision before a formal meeting, that may constitute an improper closed meeting under your governing documents, even if Massachusetts state law does not explicitly prohibit it. To avoid disputes, hold discussions at properly noticed meetings and document all votes in minutes.

What Your Board Can Discuss in Executive Session

Executive session is a closed meeting where only board members and invited advisors attend. Massachusetts HOA and condo bylaws typically permit executive session for specific topics. Common examples include litigation strategy, contract negotiations, personnel matters involving employees or management companies, and alleged violations of covenants by individual unit owners.

Your board may enter executive session to discuss a pending lawsuit against a contractor, review a proposal from a new management company, or deliberate on disciplinary action against a homeowner who violated parking rules. You may not use executive session to hide routine financial decisions, approve the annual budget, or vote on assessments that affect all members. Those actions must occur in open session or with proper notice to members, depending on your bylaws.

A concrete example: the board of a 120 unit condominium association in Cambridge held an unannounced executive session in 2019 to approve a $400,000 special assessment for facade repairs. Unit owners filed a complaint with the Attorney General's office and pursued a civil action, arguing that the board violated the bylaws requirement for 14 days written notice before any vote on a special assessment exceeding $100,000. The parties settled after mediation, but the association incurred $28,000 in legal fees and reputational damage. The dispute could have been avoided by holding the vote in open session with proper notice.

What Your Board Cannot Discuss in Private

Your board cannot use executive session to deliberate on matters that your bylaws require to be open. Most Massachusetts associations have bylaws that mandate open sessions for budget approval, election of officers, amendment of governing documents, and major capital expenditures. If your bylaws specify that members have the right to attend board meetings except for executive session topics, you must honor that provision.

You also cannot use executive session to circumvent member input on issues that affect the entire community. For example, if your association is considering a rule change that prohibits short term rentals, that discussion should occur in an open meeting where members can comment. If your board votes to change the rule in a closed session and then announces the result without prior notice, you expose the association to a lawsuit challenging the validity of the rule.

Avoid serial communication among board members outside formal meetings. If a quorum of directors exchanges text messages or emails to discuss and vote on a matter, that may constitute an improper meeting even if no one physically gathers. Massachusetts courts have applied this principle in public body cases, and nonprofit governance standards incorporate the same reasoning. When in doubt, schedule a noticed meeting and document your discussion.

Notice and Documentation Requirements

Your bylaws likely specify how much notice you must give before a board meeting. A typical provision requires seven to 14 days written notice for regular meetings and 48 hours for special meetings. Notice must include the date, time, location, and a general agenda. If your board plans to enter executive session, state that in the notice and list the general topic without disclosing confidential details.

Document every meeting with minutes that include the date, attendees, motions made, votes taken, and the outcome. If you enter executive session, note the time you entered and exited, the general reason for the session, and whether any votes occurred. Do not include detailed descriptions of privileged discussions in the minutes. Store minutes in a secure location and make them available to unit owners within 10 business days of the meeting, or within the timeframe your bylaws specify.

If your bylaws do not specify a notice period or documentation requirement, adopt a board resolution that establishes a standard. A resolution might state that the board will give 10 days written notice for all regular meetings, 48 hours for special meetings, and prepare minutes within five business days. Consult your attorney for your specific situation to ensure the resolution does not conflict with your declaration or Massachusetts nonprofit law.

Checklist for Compliance with Open Meeting Discipline

Review your declaration and bylaws to identify notice requirements, quorum definitions, and executive session limitations. Create a written policy that lists the specific topics your board may discuss in executive session and the topics that must remain open. Train all board members on the policy and distribute it to members so they know what to expect.

Before each meeting, prepare an agenda and distribute it with the required notice. If you plan to enter executive session, include a line item on the agenda such as "Executive Session: Litigation Strategy." During the meeting, take detailed minutes and record the time you enter and exit executive session. After the meeting, approve the minutes at the next session and make them available to members.

Avoid discussing association business in informal settings without proper notice. If a board member raises an issue at a social gathering, table the discussion until the next noticed meeting. Do not use email or text threads to conduct votes or deliberate on substantive matters. Use those tools only to schedule meetings or share non deliberative information.

If a member requests access to meeting minutes or other records, respond within 10 business days. If your bylaws specify a different timeframe, follow that deadline. Charge a reasonable copying fee if the member wants paper copies, but provide electronic copies at no cost when feasible. Denying access to records or delaying responses can trigger complaints to the Attorney General's office or civil litigation.

What You Should Do Now

Pull your association's declaration, bylaws, and any amendments. Highlight every provision that references board meetings, notice requirements, executive session, and member access to records. Compare your current practice to those provisions and identify any gaps. If your documents are silent on open meeting procedures, draft a board resolution that establishes a clear policy.

Schedule a board meeting to adopt the policy. Include a line item on the agenda for member comment so unit owners can voice concerns or ask questions. After you adopt the policy, distribute it to all members by email and post it on your association's website or bulletin board. Review the policy annually and update it if your bylaws change or if disputes arise.

Consult your attorney for your specific situation to confirm that your policy complies with Massachusetts nonprofit law and your governing documents. An attorney can also advise you on whether specific topics such as contract negotiations or personnel matters qualify for executive session under your bylaws.

Manorway's AI assisted platform helps you track meeting deadlines, generate agendas, and store minutes in a secure central location. You can set automated reminders for notice deadlines, document executive session entries and exits, and provide members with controlled access to approved records. When your board uses a governance platform to manage open meeting discipline, you reduce the risk of disputes and create an audit trail that protects directors in litigation.