An executive session of a board meeting is a portion of the meeting at which the proceedings are secret and closed to all except board members and special invitees. The law requires board meetings to be open to the owners, and allows a board meeting to be closed (convened into executive session) for only six specific reasons, namely to:
(1) consult with an attorney for the purpose of obtaining legal advice;
(2) discuss ongoing or potential litigation, mediation, arbitration, or administrative proceedings;
(3) discuss a personnel matter;
(4) discuss a matter relating to contract negotiations, including review of a bid or proposal;
(5) discuss a matter that involves an individual if the discussion is likely to cause the individual undue embarrassment or violate the individual's reasonable expectation of privacy; or
(6) discuss a delinquent assessment or fine.
See Utah Code §§ 57-8-57(3)(b) and 57-8a-226(3)(b).
A motion to go into executive session is adopted by a majority vote. See Robert's Rules of Order, 10th ed., p. 93.
Those present are required to not divulge anything discussed or that occurred. See id.
The minutes of an executive session must be read and acted upon only in executive session, unless an action taken (decision) is not secret. See id.
(For reference: 57-8 is the Condo Act, 57-8a is the Community Association Act, 16-6a is the Nonprofit Act)