Editor’s note: Attorneys at Goede, DeBoest & Cross respond to questions about Florida community association law. The firm represents community associations throughout Florida and focuses on condominium and homeowner association law, real estate law, civil litigation, estate planning and commercial transactions.
Q: I am a new Director and our association has an Executive Committee made up of the 4 officers and the C.O.O. of our club. I personally see this meeting as a way to get around Sunshine Laws and to conduct a Board Meeting where Board discussion takes place. At the Regular Board Meetings, there seems to be very little, if any, debate or discussion before agenda items are voted on. My question is: Is there a good explanation or value in having an Executive Committee? And secondly, how are most boards set up? I came from a different state where most of our Boards had 2 meetings per month. One for discussion and debate and input from concerned shareholders or citizens (members). The second meeting was for voting on agenda items.
A: Florida condominium and homeowners’ associations commonly use committees which are established by the board of directors to discuss and make recommendations to the board on certain specific issues. When establishing the committee, the board can set limits on the scope of the topic that the committee is to investigate, set deadlines for the committee to provide their recommendations, and otherwise limit the precise purpose and function of the committee. For homeowners associations, pursuant to Section 720.303, Florida Statutes, committees must follow the same notice, quorum and voting requirements of meetings of the board of directors that are (a) authorized to spend association funds, (b) appointed to consider fines or suspensions, or (c) vested with the power to approve architectural decisions in the community. In a condominium association, pursuant to Section 718.112, Florida Statutes, 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 the same notice, quorum and voting requirements of meetings of the board of directors. Please note that pursuant to both Chapter 718 and 720, Florida Statues, meetings of a committee for all other purposes other than those specifically mentioned above are also subject to the same requirements, unless those meetings are specifically exempted from the notice requirements of the statute by the association’s bylaws. You will need to review your association’s bylaws to determine if any such committee meetings are exempted from the notice requirements. In any case, all committee meetings must be open to all members of the association, unless one of the statutory exceptions to having open meetings applies. As to the way your board is set up, assuming that all meetings are properly noticed as described above, the board is permitted to have discussion and vote in the same meeting. If an association wants to have separate meetings, one for discussion and one for a vote, that is also permitted, as long as the notice and quorum requirements are met.
Q: Who can be present during executive board meetings?
G.J., Deerfield Beach, FL
A: By executive board meetings, I’m assuming that you mean regular board meetings of the association. In general, board meetings must be open to all members of the association, except in the following circumstances: (1) Meetings between the board or a committee and the association’s attorney with respect to proposed or pending litigation if the meeting is held for the purpose of seeking or rendering legal advice, or (2) Board meetings held for the purpose of discussing personnel matters (“personnel” means actual employees of the association, which would not include employees of a third-party management company or another vendor). Under these two exceptions, the board can hold a closed meeting. In these circumstances, the board may exclude all others from the meeting other than the board members themselves (and the association’s attorney if the meeting is closed under exception #1 above). Please note that a closed board meeting must still be properly noticed at least forty-eight (48) hours in advance with an agenda of the topics to be discussed and stating that it will be a closed board meeting.
Avi S. Tryson, Esq., is Partner of the Law Firm Goede, DeBoest & Cross. Visit www.gadclaw.com or to ask questions about your issues for future columns, send your inquiry to: firstname.lastname@example.org. The information provided herein is for informational purposes only and should not be construed as legal advice. The publication of this article does not create an attorney-client relationship between the reader and Goede, DeBoest & Cross, or any of our attorneys. Readers should not act or refrain from acting based upon the information contained in this article without first contacting an attorney, if you have questions about any of the issues raised herein. The hiring of an attorney is a decision that should not be based solely on advertisements or this column.