Tennessee HOA Open Meeting Law: What Boards Can Discuss in Private

Tennessee HOA Open Meeting Law: What Boards Can Discuss in Private

Tennessee does not impose a statewide open meeting law on homeowner associations. Your board's meeting obligations flow from your declaration and bylaws, not from state statute. The Tennessee Real Estate Commission oversees property manager licensing and some aspects of condominium governance, but it does not enforce open meeting requirements for HOA boards. If your governing documents are silent on meeting access, your board has discretion to meet in private or invite members, but you still must honor common law fiduciary duties of transparency and good faith.

What Tennessee Law Does Not Require

Tennessee's Homeowners Association Act of 2015 does not mandate that board meetings be open to members. The Tennessee Condominium Act similarly imposes no open meeting requirement. This absence of state law means your board is not violating Tennessee statute if it meets in executive session without member attendance. However, many governing documents drafted in the past two decades include meeting access provisions borrowed from other states or from community association best practices.

You should pull your declaration, bylaws, and any amendments adopted since your association formed. Search for language about notice of meetings, member attendance, executive session, and closed meetings. If your documents require open meetings, that requirement binds your board as a contract matter even though Tennessee law does not mandate it. A member who is denied access to a meeting your bylaws declare open can sue for breach of contract and seek injunctive relief.

What Your Governing Documents Likely Say

Most Tennessee HOA bylaws drafted after 2000 permit the board to meet in executive session for specific topics. Typical executive session language allows closed meetings for personnel matters, pending litigation, contract negotiations, and member discipline. Your bylaws may also require 48 or 72 hours written notice of regular board meetings and specify whether members may attend.

A typical Tennessee pattern is a bylaw that opens regular board meetings to members but allows the board to enter executive session by a majority vote. The board announces the general subject of the executive session, adjourns the open portion of the meeting, and reconvenes in private. After the executive session concludes, the board returns to open session and may take a vote on any action item discussed in private, but the vote itself occurs in public.

Some older Tennessee associations have bylaws that are silent on meeting access. If your bylaws say nothing about open meetings, you are not required to open meetings under Tennessee law, but you risk member distrust and potential challenges under the fiduciary duty of transparency. Courts in Tennessee have held that HOA boards owe members a duty of good faith and fair dealing, which can include a duty to disclose financial information and explain significant decisions.

What You Can Discuss in Executive Session

Even if your bylaws require open meetings, you can nearly always discuss the following topics in executive session without violating your governing documents:

1. Pending or anticipated litigation, including consultation with your attorney about a potential lawsuit or a member's claim against the association.
2. Personnel matters, including hiring, firing, discipline, or performance reviews of employees or contractors, but not general vendor selection.
3. Contract negotiations, including price discussions with a roofing contractor or a landscaping vendor before you sign an agreement.
4. Member discipline or rule enforcement, including hearings about fines, suspension of privileges, or violation notices.
5. Security matters, including access codes, surveillance footage review, or incident response planning.

You cannot use executive session to hide routine business decisions or to avoid member scrutiny of controversial policies. If you enter executive session to discuss a topic that does not fit one of the permitted categories, a member can challenge the board's action as a breach of the governing documents or a violation of fiduciary duty.

A Local Example: The Nashville Area Pattern

Nashville has seen rapid residential growth in the past decade, with more than 30,000 new housing units added between 2015 and 2024. Many of the newer developments in Davidson County and Williamson County include master planned communities governed by HOAs. These associations typically follow Community Associations Institute model bylaws that require open regular meetings and permit executive sessions for the five categories listed above.

In 2022, a homeowners association in Franklin, Tennessee faced a member challenge after the board held a closed meeting to discuss a proposed increase in annual assessments. The bylaws required open meetings but allowed executive sessions for litigation, personnel, contracts, and member discipline. The assessment increase did not fit any of those categories. The member filed a lawsuit alleging breach of contract and sought to void the assessment increase. The parties settled before trial, but the association paid legal fees exceeding eight thousand dollars and agreed to hold a new open meeting to ratify the budget. The board's attempt to avoid member pushback by meeting in private cost the association time, money, and credibility.

What Triggers a Meeting Under Common Practice

Tennessee law does not define what constitutes a meeting for HOA boards, but common practice and governing documents typically treat a meeting as any gathering of a quorum of directors to discuss association business. If your board has five directors and three of them meet to discuss a pending contract, that gathering is a meeting under most bylaws. If your bylaws require open meetings, that gathering must be noticed and open to members unless it falls within an executive session exception.

Email exchanges, text threads, and conference calls can also constitute meetings under some governing documents. If your bylaws require open meetings and a quorum of directors exchanges emails about a decision, you may be violating your own rules. A safer practice is to limit email discussions to information sharing and scheduling, and to reserve decision making for noticed meetings.

Some Tennessee associations use serial communication to avoid triggering a meeting. The board president calls each director individually to discuss a topic, ensuring that no quorum is ever present in a single conversation. This tactic may technically comply with your bylaws, but it undermines the transparency your open meeting requirement was designed to protect. If a member discovers the serial communication pattern, the member can argue that the board violated the spirit of the governing documents even if it complied with the letter.

What the Tennessee Real Estate Commission Oversees

The Tennessee Real Estate Commission licenses property managers and enforces standards for trust account handling and disclosure. The commission does not have authority to investigate HOA board meeting practices or to enforce open meeting requirements. If a member believes your board violated the governing documents by holding a closed meeting, the member's remedy is a lawsuit in chancery court, not a complaint to a state agency.

The Tennessee Attorney General's office has no jurisdiction over HOA governance disputes. The Attorney General does not issue advisory opinions about whether a board meeting violates governing documents or common law fiduciary duties. You will not find administrative guidance from a Tennessee agency about what constitutes a meeting or what topics must be discussed in public.

What You Should Document

Even if your governing documents allow closed meetings, you should document the reason for entering executive session and maintain minutes that reflect the general subject discussed. Your minutes do not need to include the substance of the executive session conversation, but they should show that the board voted to enter executive session, identified the category of business requiring privacy, and returned to open session before taking any formal vote.

If your board discusses a personnel matter in executive session and then votes to terminate a property manager, the vote should occur in open session after the board reconvenes. The minutes should reflect the motion, the vote count, and the effective date of termination, but they do not need to include the reasons discussed in private.

This documentation serves two purposes. First, it creates an audit trail that protects the board if a member later challenges the executive session. Second, it reassures members that the board is not using executive session to hide general business or avoid accountability.

What Notice You Must Provide

If your governing documents require notice of board meetings, you must comply with the notice period and method specified. Typical requirements are 48 or 72 hours written notice sent by mail, email, or posting in a common area. If your bylaws require 72 hours notice and you send an email 60 hours before a meeting, you have violated your governing documents, and any action taken at that meeting may be voidable.

Notice must include the date, time, and location of the meeting. It should also include an agenda if your bylaws require one. The agenda does not need to list every topic in detail, but it should give members a reasonable understanding of what the board will discuss. If you plan to enter executive session, the notice should state that the board may convene in executive session for permitted purposes.

Some Tennessee associations have bylaws that allow the board to waive notice if all directors consent. This waiver provision is useful for emergency meetings, but it does not excuse you from providing notice to members if your bylaws require member access. You can waive notice among directors without waiving the member's right to attend.

What Members Can Do If You Violate Your Bylaws

If your board holds a closed meeting in violation of your governing documents, a member can file a lawsuit seeking injunctive relief, a declaratory judgment, or damages. Tennessee courts have held that HOA bylaws are a contract between the association and its members, and a breach of the bylaws is a breach of contract. The member does not need to show financial harm to obtain an injunction requiring the board to comply with open meeting provisions.

In practice, most violations result in informal member complaints, not lawsuits. A member may attend the next open meeting and demand that the board explain why it met in private. If the board cannot point to a governing document provision that allowed the closed meeting, the member may threaten legal action. At that point, you should consult your attorney for your specific situation and determine whether to ratify the prior decision at a new open meeting or to defend the closed meeting as proper under the circumstances.

What You Should Do Now

Pull your association's declaration and bylaws and read every provision that mentions meetings, notice, executive session, or member attendance. Create a written policy that summarizes when meetings must be open, what notice you must provide, and what topics may be discussed in executive session. Share this policy with all current and future board members.

Before your next board meeting, prepare an agenda and send notice that complies with your governing documents. If you plan to enter executive session, identify the category of business that permits closed discussion and announce it at the start of the meeting. After the executive session concludes, return to open session and take any required votes with members present.

If your governing documents are silent on meeting access, consider amending your bylaws to adopt an open meeting policy that includes executive session exceptions. This amendment protects your board by establishing clear rules and reduces the risk of member challenges based on vague fiduciary duty arguments.

Manorway can help you track meeting schedules, send automated notices to members, and maintain minutes that comply with your governing documents. When your board uses an AI assisted platform to manage agendas, notices, and executive session documentation, you reduce the risk of procedural violations and create a record that protects the board in disputes. Consult your attorney for your specific situation, but a clear meeting policy combined with disciplined documentation will keep your board out of trouble and your members informed.