If your homeowners association has ever held a “closed” board meeting and posted an agenda that says nothing more than “A.R.S. § 33-1804(A)(2),” you have probably wondered what your board actually decides behind those closed doors. The Arizona Court of Appeals just answered that question, and the answer favors homeowners.
In A Z N H Revocable Trust v. Sunland Springs Village Homeowners Association, 2026 WL 1145908 (Ariz. Ct. App. Apr. 28, 2026), Division One of the Arizona Court of Appeals delivered a decision that meaningfully expands what Arizona homeowners can expect from their HOA boards. Boards cannot vote in secret. Boards cannot hide agenda topics behind cryptic statutory citations. The Open Meeting Law (A.R.S. § 33-1804) means what it says, and the court read it the way the Legislature wrote it: in favor of open meetings.
This article walks through the case, explains what the court decided, and tells you how to use that decision when your own board strays from the rules. Condominium owners should read on too. Arizona’s parallel condominium statute (A.R.S. § 33-1248) tracks Section 33-1804 nearly word-for-word, so this decision carries equal weight in condo communities.
The Background: How Sunland Springs Ran Its Meetings
Sunland Springs Village is a planned community in Maricopa County. Its board of directors regularly conducted business through closed meetings that excluded residents except by invitation. The board president alone decided what topics the board would address in closed session.
The closed-meeting notices Sunland Springs sent to members listed the date, time, and place. The notices also quoted the statutory language that permits closed meetings. The agendas, though, gave members almost nothing. Each agenda item carried only a citation to a paragraph of A.R.S. § 33-1804(A). A member reviewing the agenda would learn only that the board planned to discuss “matters under A.R.S. § 33-1804(A)(3),” without any hint about which member’s financial information the board would address or why.
Behind those opaque agendas, the board took substantial formal action. The board approved a $917,000 budget item in closed session. It gave the community manager $7,000 in discretionary spending authority. It addressed 13 waivers of the community’s minimum age requirement. It authorized foreclosures against two homeowners. Members never had the chance to speak on any of these items before the votes occurred, because the votes happened in rooms members could not enter.
The A Z N H Revocable Trust, a property owner in the community, sued for declaratory relief in December 2023. The Trust raised three challenges. First, that the board violated the statute by voting and taking formal action in closed meetings. Second, that the board, rather than the president alone, had to decide through formal open-meeting action which items would move to closed session. Third, that the notices and agendas failed to give members enough information to comply with the statute.
The Maricopa County Superior Court split the difference. It agreed that voting in closed meetings violated the statute. It rejected the Trust’s argument about how closed-session items get designated. And it concluded that the meager agenda citations satisfied Section 33-1804. Both sides appealed.
The Statute and Why Its Policy Statement Matters
Before reaching the court’s analysis, every homeowner needs to understand the statute’s structure. A.R.S. § 33-1804 governs meetings of the board and the membership. Subsection (A) lists five narrow categories where a board may close a portion of a meeting:
- Legal advice from the association’s attorney;
- Pending or contemplated litigation;
- Personal, health, or financial information about individual members or employees;
- Job performance, compensation, or complaints involving association employees; and
- A member’s appeal of a violation citation or penalty (unless the member asks for an open hearing).
Subsection (C) directs the board to identify which of those paragraphs justifies closing a meeting. Subsection (D) governs notice. Subsection (F) contains the statute’s policy statement, and it controls how every other provision must be read:
It is the policy of this state as reflected in this section that all meetings of a planned community … be conducted openly and that notices and agendas be provided in advance for those meetings that contain the information that is reasonably necessary to inform the members of the matters to be discussed or decided … any person or entity that is charged with the interpretation of these provisions … shall take into account this declaration of policy and shall construe any provision of this section in favor of open meetings.
That last clause does the heavy lifting. When a court finds ambiguity, the court must resolve it in favor of openness. The Court of Appeals invoked that command repeatedly throughout its opinion.
The Court’s First Holding: Boards Cannot Vote in Closed Session
Sunland Springs argued that the word “consideration” in Section 33-1804(A) includes voting. After all, the statute permits closed meetings for “consideration” of the five listed topics, and (the association reasoned) deliberation and the resulting vote form a single integrated process.
The Court of Appeals rejected that argument decisively. The Court examined dictionary definitions of “consider” and “consideration” and found them uniformly focused on “thought, reflection, and formulation” rather than final action. The court held that consideration “encompasses thought and discussion about matters. It does not encompass voting, which is the formal expression of a final decision that occurs after a matter has been considered.”
The statutory context confirmed that reading. Section 33-1804(A) gives every member the right to speak after the board discusses an agenda item but before the board takes formal action on it. If boards could vote in closed session, that speaking right would vanish on every closed-meeting item. The court refused to read the statute in a way that nullified its own protections. As the court put it, citing the Arizona Supreme Court, statutes must be read “as a cohesive whole so that no word or provision is rendered superfluous.”
Sunland Springs also tried to argue that A.R.S. § 33-1805(B) (which lets associations withhold minutes of closed meetings from disclosure) implicitly authorized closed-session voting because minutes traditionally record formal action. The court dispatched that argument quickly. Minutes capture more than votes. An association may take minutes of a discussion even when no vote occurs, just as public bodies in Arizona take minutes of executive sessions while remaining barred from voting in those sessions. The court analogized to A.R.S. § 38-431.03, Arizona’s parallel rule for public bodies, which expressly prohibits voting in executive session.
Finally, and perhaps most importantly, the court rested its holding on the policy statement in subsection (F). At oral argument, Sunland Springs conceded that the term “consideration” was ambiguous. That concession triggered the statute’s own tiebreaker: any ambiguity gets resolved in favor of open meetings. Requiring votes to occur in open session “achieves this purpose” of letting members speak before decisions become final.
The takeaway: Your HOA board can deliberate behind closed doors on the five permitted topics, but the vote itself must happen in open session where members can attend, observe, and speak first.
The Second Holding: The Board Can Delegate (For Now), But the Question Is Not Settled
The Trust argued that the board itself, acting through formal open-meeting action, had to designate which items would move to closed session. At Sunland Springs, the board president made that call unilaterally.
Here the court ruled for the association, but with an important qualification. Nothing in Section 33-1804(C) requires that the closed-session designation happen through a formal board vote at an open meeting. Under A.R.S. § 10-3801(B), a nonprofit corporation’s affairs proceed “under the direction of its board of directors,” and boards may delegate authority. So a board can, in principle, delegate the closed-session designation function to its president.
The court remanded, though, because the record did not show that the Sunland Springs board had ever formally delegated that authority to its president. A president who simply assumes that power without board action is not exercising delegated authority. The case goes back to the superior court to develop the facts.
The practical lesson: If your board lets the president (or anyone else) decide unilaterally which items go to closed session, ask the board to produce the resolution that delegated that authority. If no such resolution exists, the practice is vulnerable to challenge.
The Third Holding: The Big Win for Homeowners on Meeting Agendas
This is the part of the opinion that will change how Arizona HOAs operate.
The Court of Appeals split notices from agendas and treated them differently. On notices, Sunland Springs won. The statute spells out exactly what a notice must contain (date, time, place, and identification of the paragraph under subsection (A) authorizing closure), and Sunland Springs satisfied those requirements. The court affirmed summary judgment for the association on the notice question.
The court started by acknowledging that the statute provides less detail about agenda contents than it does about notices. That gap created ambiguity, which sent the court back to the policy statement in subsection (F). Section 33-1804(F) demands that “notices and agendas” both contain “the information that is reasonably necessary to inform the members of the matters to be discussed or decided.” That language plainly applies to agendas, and it plainly applies to closed meetings as well as open ones.
Sunland Springs argued that the phrase “those meetings” in subsection (F) referred only to open meetings. The court rejected that reading by examining the full sentence. Subsection (F) opens with “all meetings of a planned community,” and “those meetings” refers back to “all meetings.” Subsection (F) governs closed meetings just as it governs open ones.
From there, the conclusion followed naturally. A member has a statutory right to speak on an agenda item before the board takes formal action. A member cannot speak meaningfully about an item identified only as “matters under A.R.S. § 33-1804(A)(3).” Such an agenda strips members of the ability to participate in any substantive way. The court held:
[A] meeting agenda must provide information that reasonably advises association members about the items being addressed at a meeting, even a closed meeting. … [A]n association must provide an agenda containing more than just a reference to the paragraph under Section 33-1804(A) that justifies closing the meeting.
The court paired this requirement with an important limitation. Boards do not have to reveal personally identifying information about members or attorney-client privileged content. A board can write an agenda item that describes the subject in general terms (“consideration of a member’s appeal of a violation citation regarding landscaping at 123 Cactus Lane” might overshare, but “consideration of one member’s violation appeal under A.R.S. § 33-1804(A)(5)” likely undershares; something in between is required).
The takeaway: If your HOA’s closed-meeting agendas list nothing but statutory citations, those agendas violate Section 33-1804. You have a right to enough information to know, in a general sense, what your board will address.
How the Court Reached These Results: The Policy Statement Did the Work
Every one of these holdings ran through the policy statement in subsection (F). The court used it three different ways: to resolve the ambiguity in “consideration,” to confirm that subsection (F) reaches closed meetings, and to fill the gap in the statute’s silence about agenda contents. For homeowners reading this case, that pattern matters because it shows how to argue future open-meeting disputes. When your association’s reading of the statute would undercut openness, the statute itself tells the court to reject that reading.
The court also drew on the broader principle that an association owes duties to its members beyond what the statute and governing documents spell out. The Restatement (Third) of Property: Servitudes § 6.13(1)(b) makes this explicit, recognizing that associations have an affirmative duty to “treat members fairly.” The Arizona Court of Appeals has adopted that principle. See Tierra Ranchos Homeowners Ass’n v. Kitchukov, 216 Ariz. 195, ¶¶ 24-27, 165 P.3d 173, 179-80 (Ct. App. 2007). The duty of good faith and fair dealing implied in every contract, including the CC&Rs that bind every association and its members, reinforces this obligation. See Powell v. Washburn, 211 Ariz. 553, 125 P.3d 373 (2006) (treating CC&Rs as contracts); Rawlings v. Apodaca, 151 Ariz. 149, 153, 726 P.2d 565, 569 (1986). A board that hides its decisions behind opaque agendas does not treat its members fairly.
The Same Rules Apply to Condominium Associations
If you live in an Arizona condominium rather than a planned community, this decision applies to you with equal force. A.R.S. § 33-1248 governs open meetings for condominium associations, and the statute reads almost identically to Section 33-1804. Both statutes:
- Open all meetings of the association and the board to members;
- Permit closed-session “consideration” of the same five categories of matters;
- Require the same notice and agenda procedures;
- Contain the same policy statement (subsection (F) in both statutes) requiring construction in favor of open meetings.
The textual overlap is so complete that any analysis of Section 33-1804 transfers directly to Section 33-1248. Arizona courts routinely treat parallel statutes the same way. A condominium board that votes in closed session, or that publishes agendas containing nothing more than statutory citations, violates Section 33-1248 for exactly the reasons the A Z N H court identified.
What Homeowners Should Do Now
If your HOA or condo board operates the way Sunland Springs did before this case, you have leverage you can exercise in the following ways:
First, request copies of recent closed-meeting agendas and minutes. Arizona’s records-inspection statute (A.R.S. § 33-1805 for HOAs, A.R.S. § 33-1258 for condos) gives you broad access to association records. Compare what you receive to the standard the court announced. Agendas that list only statutory citations fall short.
Second, attend open meetings and pay attention to where formal votes occur. If significant business gets decided in closed session and you see no corresponding open-session vote, the board has likely violated the statute as the court read it.
Third, ask the board to produce its resolution delegating closed-session designation authority to its president (if your board operates that way). No resolution, no valid delegation.
Fourth, document everything. If you intend to challenge the board’s practices, you will need a record showing what the board did, when it did it, and how its agendas failed to inform members.
Fifth, contact counsel familiar with Arizona HOA law. The court’s decision creates real remedies, but pursuing them requires careful procedural choices about declaratory relief, attorney’s fees under A.R.S. § 12-341.01, and (where appropriate) statutory remedies under Title 33.
The Bigger Picture
The A Z N H decision joins a growing body of Arizona case law recognizing that HOAs do not get to write their own rules unchecked. Boards owe their members the duties spelled out in the governing documents, the duties imposed by Title 33, and the implied duty of good faith and fair dealing that runs through every contract under Arizona law. When a board treats the statute as a checklist of minimum-compliance hurdles rather than as a framework for genuinely transparent governance, the law (and now this opinion) sides with the homeowners.
The Court of Appeals could not have been clearer. Boards vote in the open. Boards write agendas that tell members what they will discuss. Boards do not get to hide behind statutory citations. The Legislature wrote those rules a long time ago. The court just made sure your association has to follow them.
Kevin Harper is the principal at Harper Hall PLC, where his practice focuses on representing Arizona homeowners in disputes with their homeowners associations and neighbor property conflicts. Nothing in this article constitutes legal advice. Every dispute turns on its own facts. If you believe your HOA or condominium association has violated Arizona’s open meeting law, contact Harper Hall PLC to discuss your situation.
