Secret Recording of Executive Session
Meetings by Board Members

Sometimes there is a danger that a disloyal board member will violate his or her fiduciary duty by recording an executive session meeting and then passing the information to someone who has a conflict with the association. This may occur secretly when the board member is physically present or when he or she is attending by phone. In some cases a disloyal board member may call in and have those in conflict with the association present so they can hear the board members discuss confidential matters.

This is both disloyal and a major breach of the board member's fiduciary duty. When a board suspects that a board member intends to secretly record an executive session meeting, they may want to read the following into the minutes:

Each board member is reminded that executive sessions are strictly confidential and that the sharing of any information concerning this meeting is a breach of that board member's fiduciary duty which will make that board member individuality liable for any harm caused to the association or any of its members. Consequently, the recording of executive sessions is strictly prohibited. In addition, any member of the association or other person who conspires with a board member to obtain confidential information will be held liable for damages. Does everyone understand this warning? (Wait for response) Let us proceed with the meeting.