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JimH26 (Florida)
Posts: 2
Posted:

I am trying to figure out how our Board can meet without the membership or with at least 48 hours announcement. Our President resigned but will stay in another position so we need to reorganize and also our management company is retiring and we are voting for the new one.? I checked our by-laws and covenants but are silent on this issue.?
SheliaH (Indiana)
Posts: 6,964
Posted:
It seems odd that your documents don’t have some sort of rules regarding board resignations and appointments – keep reading them, and pay close attention to the bylaws, as they usually dictate how the organization is to run. For example, the homeowners might choose the board of directors and the board then appoints officers among themselves. If you’re right there isn’t anything and the board is talking about reorganizing, you’ll need to come up with some sort of rules to guide you until the documents are amended – I’m sure there are instructions about that, starting with amendments requiring approval by a certain percentage of homeowners.

It also seems to me that you’re leaving out a lot of information. For starters, how did you find out about this meeting – are you on the board? Did you ask the board for a response – if so, what did they say? When did the president announce he or she was leaving? The vice president doesn’t automatically take over, but in this case, that may have been ok until the next regularly scheduled board meeting where someone else could be appointed. Is there something else going on that demands the board’s immediate attention? That could explain the less than 48 hours’ notice (which should be extremely rare).

Regarding the management company, are you referring to the property manager only or is this an organization that’s leaving the industry? When did you get that notice – it should have been well over 30 days advance notice because it takes time to wrap up all the books, select a new manager, transfer the records over to the new company, etc.? If you’re only talking about the property manager, does the company have someone who could take over temporarily until the board decides what it wants to do?

If it is not right do not do it; if it is not true do not say it. Marcus Aurelius
KerryL1 (California)
Posts: 14,550
Posted:
Why, Jim, don't you want your HOA's homeowners present when your Board reorganizes the officers of your HOA? I'm not so sure it'd be legal in FL to keep them out.

How did you elect your new management company? In an executive session via interviews with one or more firms? Or?
GenoS (Florida)
Posts: 4,276
Posted:
You can have a board meeting without posting notice 48 hours ahead of time in an emergency. Unfortunately, neither the resignation of an officer nor the immediate need to hire a new management company constitutes an emergency.

Double and triple-check your documents (especially the Bylaws) because every set I've ever seen provides procedures to be followed when vacancies occur. And if they really don't say anything then check your applicable state statutes because they will, sometimes, provide default procedures that you'll have to follow. If your Bylaws (or other docs) truly do not address the situation I have a feeling you've got more problems than you yet realize.
GwenG (Florida)
Posts: 669
Posted:
You can also have a closed Board Meeting but the board must still provide 48 hours notice. The closed meeting only applies to: meetings concerning an employee privacy matter (Not management companies--they are vendors, not employees) and meetings at which an attorney is in attendance to discuss actual or pending litigation.

In short, there is almost NO circumstances where a meeting of a quorum of board members can legally meet without 48 hours notice to Owners. The applies also to Committee Meetings which will be "deciding" to expend association funds. These meetings must also be noticed and open to members.

This does leave a piece of swiss cheese for directors to meet in less than a quorum aka "executive session". It is not a good idea for boards to do this but they do it anyway and I can see no where in the Florida statutes that this practice is prohibited. We know that because board meetings are conducted with pre-arranged business decisions and pre-packaged motions, directors have no discussion and SlamDunk they motion is passed unanimously and the owners way "Whaaaaaa???"

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