SO WHEN IS A MEETING A MEETING?

Without a doubt, one of the most common complaints unit owners hurl at their Board of Directors is that the Board hold private meetings that the owners simply never get notice of.  May owners complain that these meetings violate the “Sunshine” laws that require public meetings, but they are incorrect, as the “Sunshine” laws apply to meetings by governmental bodies, not community associations.

In regards to condominiums, Florida Statute 718.112(2)(b)5(c) states:

(c) Board of administration meetings.—Meetings of the board of administration at which a quorum of the members is present are open to all unit owners.

As to condominium committees, the same statute provides:

Meetings of a committee to take final action on behalf of the board or make recommendations to the board regarding the association budget are subject to this paragraph. Meetings of a committee that does not take final action on behalf of the board or make recommendations to the board regarding the association budget are subject to this section, unless those meetings are exempted from this section by the bylaws of the association.

 

In regards to Homeowner Associations, Florida Statute 720.303(2)(a) provides:

(2) BOARD MEETINGS.—

(a) A meeting of the board of directors of an association occurs whenever a quorum of the board gathers to conduct association business.

(b) members have a right to attend all meetings of the board.

As to HOA committees, the same statute provides:

The provisions of this subsection shall also apply to the meetings of any committee or other similar body when a final decision will be made regarding the expenditure of association funds and to meetings of any body vested with the power to approve or disapprove architectural decisions with respect to a specific parcel of residential property owned by a member of the community.

Here’s the bottom line.  Neither statute is designed to prevent board members from socializing together and requiring that a notice gets posted every time a bunch of board members and their spouses want to go out to eat or take a swim in the pool.  Both statutes are simply making it clear that if a quorum of board members are going to get together, talk shop and engage in discussions about the needs of the community, it must be done at a properly noticed meeting.

Many associations attempt to skirt the notice requirement by taking the position that they aren’t having meetings, but instead are having “workshops.”  The bottom line is that if a quorum of board members will be in attendance at that “workshop” it is a Board meeting, it needs to be properly noticed, and the unit owners have a right to attend.

Finally, both the condo and the HOA statute allow for private closed door meetings of the Board, but only when the meeting is with the association’s attorney to discuss proposed or pending litigation or meetings of the board held for the purpose of discussing personnel matters.   So, unless the association’s attorney is present either in person or by phone, there is no attorney/client closed door meeting, even if the Board is discussing pending litigation.

The issue of just what “personnel matters” are subject to closed door meetings is also unclear.  The statute was primarily designed to allow association boards to discuss termination of employees or address employment related problems in private, so that the employee’s dirty laundry would not get exposed to the entire community.  It certainly does not mean that association Boards get to discuss the hiring of vendors and the awarding of contracts in private closed-door meetings.  These decisions still must be made at board meetings that are properly noticed and where owners have the right to attend.

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