Executive Session Under RCW 64.90.445(2)(b): The Five Grounds, and What a Washington Board Can't Do Behind the Door

General information, not legal advice.

A Washington board may close the door only during a meeting it has already noticed and opened, only for one of five reasons the statute lists, and it may not decide anything while the door is closed. Every decision comes back into the open meeting to be moved, voted and recorded. RCW 64.90.445(2)(a) carries the rule:

“Meetings must be open to the unit owners except during executive sessions, but the board may expel or prohibit attendance by any person who, after warning by the chair of the meeting, disrupts the meeting. The board and those committees may hold an executive session only during a regular or special meeting of the board or a committee. A final vote or action may not be taken during an executive session.” — RCW 64.90.445(2)(a)

Since January 1, 2026 this applies however old the community is: RCW 64.90.365(1) lists “(c) RCW 64.90.445” among the sections that “apply to a common interest community created before July 1, 2018,” displacing inconsistent provisions of chapters 58.19, 64.32, 64.34 and 64.38 RCW. Communities exempt under RCW 64.90.360(4) or 64.90.100 are carved out. The full walkthrough of RCW 64.90.445 covers notice, owner comment, remote meetings and minutes; this post is the closed portion.

What (2)(a) actually forbids

There is no standalone executive session. It may be held “only during a regular or special meeting of the board or a committee,” and (2)(c) adds that members “may not use incidental or social gatherings to evade the open meeting requirements of this subsection.”

Nothing is decided behind the door. “A final vote or action may not be taken” reaches more than a formal roll call: a board that announces what it settled privately has acted privately.

Open is the default. Executive session is the stated exception to meetings that “must be open to the unit owners,” so the question is never whether privacy would be convenient — it is which listed ground applies. See HOA open meeting laws.

The five grounds — RCW 64.90.445(2)(b)

“An executive session may be held only to: (i) Consult with the association’s attorney concerning legal matters; (ii) Discuss existing or potential litigation or mediation, arbitration, or administrative proceedings; (iii) Discuss labor or personnel matters; (iv) Discuss contracts, leases, and other commercial transactions to purchase or provide goods or services currently being negotiated, including the review of bids or proposals, if premature general knowledge of those matters would place the association at a disadvantage; or (v) Prevent public knowledge of the matter to be discussed if the board or committee determines that public knowledge would violate the privacy of any person.” — RCW 64.90.445(2)(b)

The operative word is “only.” What follows is my working test for each ground — not settled law, since no Washington appellate court has construed (2)(b).

(i) Consult with the association’s attorney concerning legal matters

The statute names the other party: “the association’s attorney.” The clean case is counsel on the line or in the room; the next-cleanest is the board working through advice counsel has already given. A board with no lawyer in the picture, deciding a topic feels legal, does not fit — “we could get sued” is not consulting an attorney. That session may still be lawful, but under (ii).

(ii) Discuss existing or potential litigation or mediation, arbitration, or administrative proceedings

The broadest ground, and where most delinquency discussion belongs. It carries no “disadvantage” qualifier and is not limited to lawsuits: mediation, arbitration and administrative proceedings are named, which matters now that a delinquent owner may be referred to foreclosure mediation under RCW 61.24.163. The limit is the word “potential” — if the board cannot name the adverse party, it probably does not have this ground.

(iii) Discuss labor or personnel matters

The safe core is people the association employs or supervises: an on-site manager, maintenance staff, the management company’s assigned people, compensation, discipline, a complaint against an employee. Boards overreach with vendors. An independent contractor is not the association’s personnel, and what a landscaper charges is a contract discussion — if the topic is price, scope or renewal, use (iv) or stay in the open.

(iv) Discuss contracts and other commercial transactions currently being negotiated

Three qualifiers, all real. The transaction must be “currently being negotiated” — a signed or expired contract is not. The ground expressly includes “the review of bids or proposals.” And it applies only “if premature general knowledge of those matters would place the association at a disadvantage.” Reviewing sealed bids for the roof, closed. Choosing the roofer and authorizing the contract, open, because that is an action.

(v) Prevent public knowledge that would violate the privacy of any person

The only ground with a finding built into it: “if the board or committee determines that public knowledge would violate the privacy of any person.” A determination is something the board makes, so make it out loud, before the motion. It fits a hardship payment plan, an accommodation request, an owner’s medical circumstances, a harassment complaint. It reaches “any person,” so a tenant’s or employee’s privacy counts — but it is not a residual category for anything embarrassing.

The list is exclusive

“An executive session may be held only to” is not a preamble to examples. Budget strategy is not a ground. Rule changes are not: RCW 64.90.505(1) requires notice to owners of a proposed rule’s text and of “a date on which the board will act on the proposed rule or amendment after considering comments from unit owners.” Reserve funding, assessment increases, vendor selection after negotiations close, “sensitive topics,” and disagreements among directors are not grounds either. Bylaws written before 2018 often list grounds that no longer exist, since former RCW 64.38.035 was repealed by ESSB 5129 (ch. 119, Laws of 2025). Amend them.

The delinquent-unit question

Can the board discuss a specific delinquent owner privately, and can it name them?

The collection path for a particular account fits executive session — under (ii) once the account is headed for the attorney, a mediation referral or foreclosure, and under (v) where the substance is the owner’s hardship. The board should be able to say which it used.

The vote is a different animal. RCW 64.90.485(22) bars an association from commencing a foreclosure action unless a list of conditions is met, ending with:

“(e) The board approves commencement of a foreclosure action specifically against that unit.” — RCW 64.90.485(22)(e)

Approval is an action, so under (2)(a) it cannot be taken in executive session. The deliberation may be closed; the approval must be open, and specific to the unit — which is what boards think forces them to name the owner in the minutes. It does not:

Motion to approve commencement of a foreclosure action specifically against Unit 12 per RCW 64.90.485(22)(e). Moved Alvarez, seconded Chen; carried 4–0.

No name, no balance, no narrative. That satisfies (22)(e), and it satisfies RCW 64.90.445(4): “the decision on each matter voted upon at a board meeting or unit owner meeting must be recorded in the minutes.” Use the same wording a step earlier, for the motion referring the account to counsel; see how to record a motion and vote.

Keeping the name out is not merely tactful. Minutes are open to owner inspection, while RCW 64.90.495(3) requires that records “have the following information redacted or otherwise removed prior to disclosure,” including “(h) Individual unit files other than those of the requesting unit owner.” An association that must redact a neighbor’s unit file should not publish the same facts in minutes it hands to everyone. No item in subsection (3) exempts an owner’s delinquency status by name, so rely on not writing it down.

The vote should also be the last step, not the first. E2SSB 5686 (ch. 393, Laws of 2025) put a calendar in front of it — notice of delinquency, a standstill, a second notice, minimum amounts, elapsed time, and any mediation referral — all in the conditions above the board’s approval in RCW 64.90.485(22). The Washington HOA laws guide walks that sequence.

Let the software keep the record straight. HOA Board Minutes logs the time the board entered executive session, the ground it stated, the time it returned, and the open-session motion that follows. Free, part of HOA Fiscal. Start with the minutes template, then generate your minutes free →

How to go in and how to come out

The statute prescribes no script. Going in, name the subsection:

“I move that the board enter executive session under RCW 64.90.445(2)(b)(ii) to discuss potential litigation regarding a delinquent account. The board will return to open session before taking any action.”

RCW 64.90.445 no longer requires the motion to state the purpose. State it anyway: it costs a sentence, and it is the proof that the session fit a permitted ground. Where pre-2018 bylaws still require it, that adds to the statute rather than conflicting with it, so keep doing it.

Who may stay is addressed nowhere in the section — directors, counsel, the manager who has to implement whatever comes out, and anyone the board invites. Because the statute is silent this is a board decision, so put it in a written policy and apply it identically, rather than in a way that looks like it turns on who is being discussed.

Coming out, the open minutes carry four things: time in, the ground, time out, and any motion made after returning.

Board entered executive session at 7:12 p.m. under RCW 64.90.445(2)(b)(iii) to discuss a personnel matter. Board returned to open session at 7:41 p.m. No action was taken in executive session.

Owner comment belongs in the open portion at the start of the meeting, not around the closed segment — see the 15-minute owner comment period.

What owners can see — (2)(g), (4), and RCW 64.90.495

Three provisions together say there are no executive session minutes. Subsection (4): “Minutes of all unit owner meetings and board meetings, excluding executive sessions, must be maintained in a record.” Subsection (2)(g): packet materials must be made available to owners, except that “the board need not make available copies of unapproved minutes or materials that are to be considered in executive session.”

RCW 64.90.495(3) is the third, and it is mandatory rather than permissive — records “must have the following information redacted or otherwise removed prior to disclosure” — with “(g) Records of an executive session of the board” on the list. So a written record of a closed session is an association record that must be found and redacted every time an owner asks, on ten days’ notice under RCW 64.90.495(2).

Write nothing in executive session beyond what goes in the open minutes. If counsel wants a note of a privileged consultation, let counsel keep it under the attorney-client and work-product protection RCW 64.90.495(3)(e) recognizes. What a board should never keep is a second set of minutes with decisions in them — a written record of the thing (2)(a) forbids. Our national guide to executive session minutes covers keeping a separate confidential record; in Washington, subsection (4) settles it, and the pillar guide has the rest.

Committees are covered too

Subsection (2) names who it binds: “the following requirements apply to meetings of the board and committees authorized to act for the board.” An architectural committee with delegated authority to approve or deny applications is acting for the board, so it meets under the same rules — open meetings, the same five grounds, no decisions behind the door.

A committee that only investigates and recommends is not covered by those terms. I would still run it the same way: the line blurs the moment a board rubber-stamps whatever a committee sends up, and an owner challenging the decision will argue the committee made it.

Six mistakes

Voting in executive session. The most common and the most clearly unlawful. Straw polls and consensus count — if the board walks out with the matter settled, it acted.

Holding a standalone executive session. A closed meeting with no open meeting around it does not exist under (2)(a).

Using (v) as a catch-all. Privacy is a finding about a specific person’s privacy, made on the record — not the ground for anything the board would rather owners not hear.

Keeping a second set of minutes with decisions in them. It documents a violation, must be redacted under RCW 64.90.495(3)(g) on every records request, and is discoverable in the dispute it was written to survive.

Closing the door for “personnel” when the topic is a vendor’s price. Personnel means the association’s people; a bid or a rate is (iv), and only while it is being negotiated.

Announcing the result of a closed discussion as a decision. “The board has decided to pursue foreclosure; we’ll formalize it next month” is the action, taken in the wrong place. Come back, move it, vote it, record it.

What to do this month

• Add the ground and subsection number to every executive-session motion.
• Put a two-line entry in the open minutes — time in, ground, time out, and any motion made after returning.
• Move every vote into open session, including the RCW 64.90.485(22)(e) foreclosure approval, recorded by unit number.
• Stop keeping executive-session “minutes”; if counsel wants a note of a privileged consultation, let counsel hold it.
• Brief the committee chairs: a committee authorized to act for the board follows the same rules.
• Read the bylaws against (2)(b) and flag any ground that is not one of the five.

Frequently asked questions

Can a Washington HOA board vote in executive session?

No. “A final vote or action may not be taken during an executive session” (RCW 64.90.445(2)(a)). Discuss under one of the five grounds in (2)(b), then return to open session to move it, vote it, and record the decision.

What can a Washington HOA board discuss in executive session?

Five things, under RCW 64.90.445(2)(b): consulting the association’s attorney; existing or potential litigation, mediation, arbitration or administrative proceedings; labor or personnel matters; contracts currently being negotiated, including bid review, where premature disclosure would disadvantage the association; and matters the board determines would violate a person’s privacy.

Can the board discuss a delinquent owner in executive session?

Yes — a specific account’s collection path fits (ii) or (v). The vote is different: RCW 64.90.485(22)(e) requires that “the board approves commencement of a foreclosure action specifically against that unit,” and approval is an action, so it belongs in open session, recorded by unit number.

Do executive session minutes have to be kept?

No. RCW 64.90.445(4) requires minutes “of all unit owner meetings and board meetings, excluding executive sessions.” Put the time in, the ground, the time out and any motion made afterward in the open minutes instead.

Can owners see executive session records?

No. RCW 64.90.495(3) provides that records “must have the following information redacted or otherwise removed prior to disclosure,” and item (g) is “records of an executive session of the board.”

Can the manager or the association’s attorney attend an executive session?

The statute does not say, so the board decides. Counsel attends when counsel is the reason for the session; the manager usually attends because the manager implements what comes out of it. Put it in a written policy and apply it consistently.

Does the motion to enter executive session have to state the reason?

RCW 64.90.445 does not require it. State it anyway, with the subsection number — it is the only contemporaneous evidence that the session fit a permitted ground, and many pre-2018 bylaws still require it.

Does this apply to HOAs formed before 2018?

Yes, since January 1, 2026, under RCW 64.90.365(1)(c), which applies RCW 64.90.445 to communities created before July 1, 2018 and displaces inconsistent provisions of chapters 58.19, 64.32, 64.34 and 64.38 RCW.

The record is the whole defense. HOA Board Minutes records the time in, the ground, the time out and the open-session motion, keeps executive session out of the minutes, and exports to PDF or Word. Free, part of HOA Fiscal. Start your next meeting here →

Collections that follow the SB 5686 calendar, so the board’s foreclosure vote is the last step and not the first: Dynamite Management handles financials, delinquency notices and reserves for Washington associations.

Primary sources (app.leg.wa.gov, current text as of September 8, 2026): RCW 64.90.445; RCW 64.90.485; RCW 64.90.495; RCW 64.90.365; RCW 64.90.360; RCW 64.90.505; RCW 61.24.163; ESSB 5129, ch. 119, Laws of 2025; E2SSB 5686, ch. 393, Laws of 2025.