Colette McNally v. Sun Lakes Homeowners Association #1, Inc.
At a Glance
| Parties | A duly elected board member sued the HOA after the board voted to exclude her from executive sessions. |
|---|---|
| Panel | Presiding Judge Andrew W. Gould, Judge Peter B. Swann, Judge Patricia A. Orozco |
Summary
After internal conflict on the board, Sun Lakes voted to bar one of its own elected directors from executive sessions. The excluded director sought injunctive relief, arguing the board had no authority to cut her out of board deliberations simply because other directors believed she had breached confidentiality or loyalty duties. The Court of Appeals agreed with her and reversed. The court treated board membership as carrying the right to participate in board meetings, including executive sessions, unless some legally valid removal or other recognized mechanism had been used. It would not let the rest of the board create an ad hoc punishment that effectively stripped an elected director of core board functions without following the governing legal framework.
Holding
The court held that the HOA board lacked authority to exclude a duly elected director from executive sessions and reversed the denial of injunctive relief.
Reasoning
The court focused on the nature of board office itself. A director is elected to participate in governing the corporation, and executive sessions are still board meetings, not separate private clubs for a board majority. Without a valid removal, suspension, or other recognized authority, the majority could not invent a partial-disqualification remedy.
The association argued that exclusion was justified by the director’s alleged misconduct and by the board’s need to protect confidential matters. The court was not persuaded that those concerns created authority where none existed. Governance has to follow the corporation’s legal structure and governing documents, not improvisation by fellow directors.
Why This Matters for HOAs
McNally is highly useful in HOA board-power disputes. It limits majority control tactics against dissident directors and reinforces that board process must track real authority, not political convenience.
For directors and members, the case supports the idea that elected office in an HOA carries enforceable participation rights unless the association follows the proper path to remove or discipline the director.
