Oregon HOA Board Meeting Requirements: ORS 94.644 Explained

Quick answer: In an Oregon planned community, ORS 94.644 makes every board meeting open to owners. The board can close a meeting only for the topics the statute lists: legal advice, personnel matters, contract negotiations and collection of unpaid assessments. It has to vote in open session to go into executive session, and any decision reached there takes effect only after the board comes back into open session and votes again. Where most lots are owners' principal residences, notice of a regular board meeting must be posted on the property at least three days ahead or sent by another method reasonably calculated to reach owners, including email. Confirm the details with the statute and your attorney.

This guide walks through each rule in plain English, with a checklist you can use before your next meeting. It covers Oregon planned communities under ORS 94.550 to 94.783. Oregon condominiums follow ORS chapter 100, which has its own meeting rules.

Which statute applies: ORS 94.644, not 94.640

Board members often look for the meeting rules in ORS 94.640, because that section is titled for the board of directors. ORS 94.640 covers the board's powers and duties: acting for the association, filling vacancies, the annual insurance review, filing the association's income tax returns and how owners remove a director. The open meeting, executive session, electronic meeting and notice rules sit in the next sections, ORS 94.641 and ORS 94.644, which the legislature added in 2007 and 2021.

Older communities should also check ORS 94.572. It applies ORS 94.644 and a long list of other sections to Class I and Class II planned communities created before January 1, 2002 that weren't created under the planned community act, to the extent the statutes are consistent with the community's governing documents. If your declaration predates 2002, have your attorney confirm how the two fit together.

Rule 1: board meetings are open to owners

Under ORS 94.644(1), all board meetings are open to owners, except for executive sessions. Owners can attend, but the statute doesn't give them a right to speak. Any right to participate comes from your governing documents or from the board. Many Oregon boards still set aside a short owner forum on each agenda because it heads off complaints and keeps the business portion of the meeting on track. Our HOA meeting agenda guide shows where to put it.

What counts as a meeting

ORS 94.644(7) defines a meeting as a gathering of a quorum of the board at which association business is discussed. The one exception is a quorum gathering to take part in litigation, mediation or arbitration. Subsection (3) adds that the meeting and notice rules can't be sidestepped through chance or social gatherings or any other means.

In practice, that means:

• A dinner where three of five directors talk through next year's dues increase is a board meeting.
• A long email chain where a quorum debates a vendor choice can raise the same problem. Use email for scheduling and documents, and save the discussion for the meeting.
• Two directors out of five talking on the phone is not a quorum, so it isn't a meeting under the definition.

For how Oregon's approach compares with other states, see our overview of HOA open meeting laws.

Rule 2: executive session is limited to four topics

ORS 94.644(2)(a) lets the board close the meeting and meet in executive session only to:

Anything outside that list, such as the budget, architectural requests, rule changes or a reserve study review, belongs in open session.

How to go into executive session

Except in an emergency, ORS 94.644(2)(b) requires three steps in the open meeting:

1. The board votes to meet in executive session.
2. The presiding officer states the general nature of the action to be considered and, as precisely as possible, when and under what circumstances the deliberations can be disclosed to owners.
3. The statement, motion or decision to go into executive session is recorded in the minutes.

Decisions only take effect in open session

This is the rule Oregon boards most often miss. Under ORS 94.644(2)(c), a contract or action considered in executive session isn't effective until the board reconvenes in an open meeting and votes to approve it, and that vote goes in the minutes. If the board agrees on a collections payment plan behind closed doors, it still needs a short open-session vote afterward, without the owner's private details. Our guide to HOA executive session minutes shows how to word that entry.

Rule 3: record every director's vote

ORS 94.641 adds three rules that shape your minutes:

• A director who is present when the board acts is presumed to agree with the action unless the director votes against it or abstains because of a claimed conflict of interest.
• The vote or abstention of each director present must be recorded in the minutes.
• Directors can't vote by proxy or by secret ballot at board meetings. Officers, however, may be elected by secret ballot.

So a line that reads motion carried isn't enough in Oregon. List each director by name with yes, no or abstain. Our walkthrough on how to record a motion and vote in HOA board minutes has a format you can copy.

Rule 4: electronic and hybrid meetings

ORS 94.644(4) allows a board meeting to be held electronically if:

• All participating board members can hear and talk to each other at the same time, and have access to the meeting materials they need before or during the meeting.
• Everyone attending can hear all participating board members at the same time.
• The meeting notice to directors or owners says whether the meeting may or must be attended electronically, what electronic means will be used, and how owners can attend by phone and, if applicable, by internet or at a physical location, plus anything else owners need to attend.

Under ORS 94.644(5), a person who takes part in an electronic meeting counts as present for all purposes, including quorum.

Rule 5: notice of board meetings

ORS 94.644(6) sets the notice rule for planned communities where most lots are the principal residences of the occupants. For board meetings other than emergency meetings, the notice must include the electronic meeting details described above and must be either:

• Posted at a place or places on the property at least three days before the meeting, or
• Provided by another method reasonably calculated to inform owners, including electronic communication under ORS 94.652.

ORS 94.652 lets the board, at its discretion, send required notices by email or other electronic communication. Owners can opt out and ask for notice in the form the governing documents require. Electronic delivery can't be used for notices about a failure to pay an assessment, foreclosure of an association lien, or an action the association may take against an owner.

If your community is mostly second homes or rentals, subsection (6) doesn't set the notice method, so your bylaws control. Confirm with your attorney. Either way, three days is a minimum. For a practical calendar, see how to schedule an HOA board meeting.

Oregon board meeting checklist

Where the money topics live

Board meetings are where Oregon associations adopt the annual budget and set the reserve contribution. ORS 94.645 requires the board to adopt a budget at least once a year, include money for the reserve account, and send owners a summary of the budget within 30 days after adopting it. For the reserve rules behind that budget line, see HOA Fiscal's HOA reserve study requirements by state, and for budget timing across states, see HOA budget deadlines by state.

If you're coming from Washington, the rules look similar but differ in the details. Compare with our RCW 64.90.445 Washington HOA meeting rules guide.

How HOA Board Minutes helps

Oregon's rules put a lot of weight on the minutes: the motion to enter executive session, the open-session vote that follows it, and each director's vote. HOA Board Minutes is built to help volunteer secretaries capture those entries. Sign up and try it at your next board meeting.

This is not legal advice. The summary above paraphrases ORS 94.641, 94.644, 94.645 and 94.652 as published by the Oregon Legislature. Confirm with the statute and your attorney before relying on it, and check your declaration and bylaws, which can add requirements.

FAQ

Can Oregon HOA owners speak at board meetings?

Owners can attend, but ORS 94.644(1) gives them no right to participate unless the governing documents or the board provide it. Most boards allow a short owner comment period.

What can an Oregon HOA board discuss in executive session?

Only consultation with legal counsel, personnel matters, negotiation of contracts with third parties, and collection of unpaid assessments, under ORS 94.644(2)(a).

Does an executive session decision need another vote?

Yes. Under ORS 94.644(2)(c), the board must reconvene in open session and vote to approve the contract or action, and the vote goes in the minutes.

How much notice is required for an Oregon HOA board meeting?

Where most lots are principal residences, notice must be posted on the property at least three days before the meeting or provided by another method reasonably calculated to reach owners, such as email under ORS 94.652. Emergency meetings are excepted.

Can directors vote by email or proxy?

ORS 94.641 bars proxy and secret-ballot voting by directors at board meetings. Electronic meetings are allowed under ORS 94.644(4) when everyone can hear each other at the same time. Check your bylaws and your attorney before acting without a meeting.

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