Can Ohio Board Members Elect Officers in an Executive Session?

Hi Njhsobe,

In Ohio, the Planned Community Law (Ohio Revised Code Section 5312), specifically § 5312.04(F) states, “No owner other than a director may attend or participate in any discussion or deliberation of a meeting of the board of directors unless the board expressly authorizes that owner to attend or participate.”

This means, unless stated otherwise, homeowners don’t have the right to attend these meetings, unless the board has authorized it.

So, in your state, your best course of action is to visit your HOA’s governing documents and see whether HOA members were given this authority or not.

Even though the state technically allows it, your HOA board only conducting meetings behind closed doors without a valid legal reason may be a red flag. I recommend doing the following:

First, review your HOA’s governing documents. It’s your primary basis for the procedures your HOA should follow when it comes to elections and meetings.

Second, you can write a formal request for the official meeting minutes. If your HOA is considered a non-profit, Ohio’s Revised Code 1702.13 gives members the right to view those minutes.

You can also engage your fellow concerned homeowners and consider organizing a formal request for better transparency.

If the board continues to refuse better transparency, seeking legal counsel is possible but should be your last resort.

Transparency and proper governance are essential to a well-functioning HOA. As such, it is best practice to vote in and appoint officers in an open meeting that all HOA members can observe, even when it’s only the board voting. If your bylaws outline that your elections need to be done openly, the way your HOA board is doing it may be a violation.