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NormaB1 (Florida)
Posts: 8
Posted:
In the state of Florida, it is mandatory that when a quorum of board members meet it must be open to the public except meetings with our attorney. How do you handle dealing with a problematic board member in an open forum? I live in a small community and rumors are rampant. We do not want to "air our dirty laundry" before the community. Is there a legal way this can be handled. It is a unique situation that we have not encountered before.
SheliaH (Indiana)
Posts: 6,964
Posted:
Your documents should contain rules regarding open meetings. Generally, meetings with the attorney would be done as executive sessions which homeowners may not attend.

Executive sessions should be rare - another instance where they might be necessary is for board member discipline. You didn't say how this board member's behavior is disrupting things, but if it's interfering with your ability to hold a business meeting in a professional way, the rest of you need to grow a backbone, hold the executive session and tell him or her to stop it, or risk being censured by the board. You won't be able to kick him or her off - only the homeowners can recall him/her or vote him out.

When you have this come to Jesus meeting with this board member, remind him/her that board members and homeowners attending the meeting should be conducting themselves in a cordial but professional manner - and board members are held to a higher standard because they are community leaders. There should be no offensive language, screaming, name-calling of any kind, fist fights or threats (verbal or otherwise). Do not interrupt people when they are speaking. make comments unless called upon by the president or whoever's running the meeting. It's ok to limit comments to a few minutes to give everyone a chance to speak, but get to the point quickly and then sit down, shut up and LISTEN. And turn those cell phones off or at least set it on vibrate!! If you get a call, get up and leave the room to take your call.

This isn't about legalities - this is basic common sense and common courtesy. If people (including board members) can't act like adults, don't hesitate to ask them to stop and they can't or refuse to, ask them to leave. If they refuse to leave, adjourn the meeting - you may have to ask the person not to attend the next one if they don't behave themselves. It's a good idea to remind people of the basic code of conduct before the meeting starts - and what will happen if they don't - and then enforce it.

Back to executive sessions - you should have one before your meeting to put this board member notice. If your documents don't say anything about when to have executive sessions, there are a number of conversations on this website and around the Web that provide tips on why they should and shouldn't be held. Take a look at a few and come up with some protocols for your board - the association attorney can help you with this to ensure there are no conflicts with Florida HOA law

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:
Are you on the board, Norma?

How do boards in FL deal with other disciplinary matters like delinquent owners? Must they be dealt with in an open meeting?
DouglasK1 (Florida)
Posts: 2,046
Posted:
Here is what Florida Statute 720 says:

(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. Meetings of the board must be open to all members, except for meetings between the board and its attorney with respect to proposed or pending litigation where the contents of the discussion would otherwise be governed by the attorney-client privilege.

...

(b)  Notwithstanding any other law, meetings between the board or a committee and the association’s attorney to discuss proposed or pending litigation or meetings of the board held for the purpose of discussing personnel matters are not required to be open to the members other than directors.

Escaped former treasurer and director of a self managed association.
DouglasK1 (Florida)
Posts: 2,046
Posted:
Quote:
Posted By NormaB1 on 07/18/2017 5:27 AM
How do you handle dealing with a problematic board member in an open forum?

Depending on the issue, one other board member could talk to the offending member personally. If it needs to the entire board to discuss, then I don't see a way around an open meeting. If the plan is to remove the offending member from an officer position (you generally can't kick them off the board, but you can select somebody else to be president, secretary, etc.), just do so without excessive commentary.

Escaped former treasurer and director of a self managed association.
DouglasM6 (Arizona)
Posts: 724
Posted:
I assume by "public" you mean the members of the association. Call an executive meeting for the Board only and, if you have the support, remove the problem board member.
DouglasK1 (Florida)
Posts: 2,046
Posted:
Quote:
Posted By DouglasM6 on 07/18/2017 9:20 AM
I assume by "public" you mean the members of the association. Call an executive meeting for the Board only and, if you have the support, remove the problem board member.

Under Florida law, there are very limited and specific circumstances where a non-open meeting can be held. Most association governing docs do no allow the board to remove a properly elected board member in any case.

Escaped former treasurer and director of a self managed association.
GenoS (Florida)
Posts: 4,276
Posted:
In Florida you can only have a closed "executive" meeting in two situations: an employee matter or to hold a discussion that's protected by attorney-client privilege. That's it.

Florida boards do not have the power to remove directors, whether elected or appointed. It's just that simple. There are many arbitration decisions by the DBPR (Dept. of Business and Professional Responsibility) that speak to that fact. The statute, FS 720, speaks to a number of situations where a director can be suspended or removed, but those are very limited in nature. Generally speaking, a recall vote by the homeowners is the only lawful way to get someone off the board.
KerryL1 (California)
Posts: 14,550
Posted:
So....if the Board wants to remove this person form a officer position, it'd be in an open meeting, right?
DouglasK1 (Florida)
Posts: 2,046
Posted:
Quote:
Posted By KerryL1 on 07/18/2017 2:42 PM
So....if the Board wants to remove this person form a officer position, it'd be in an open meeting, right?

I would say yes.

Escaped former treasurer and director of a self managed association.
SueW6 (Michigan)
Posts: 814
Posted:
Boards can go into "closed session" to discuss, but not vote on action, on disciplinary issues. I am sure the person in question would like this done in private, too. Have the attorney there, just for guidance.

After that, your bylaws should have directions for removing a board member. Follow them. The motion to remove and the vote needed has to be done in a public meeting.

KerryL1 (California)
Posts: 14,550
Posted:
Please note that FL have laws that are quite different from other states, Sue.
GenoS (Florida)
Posts: 4,276
Posted:
Quote:
Posted By SueW6 on 07/20/2017 8:22 AM
After that, your bylaws should have directions for removing a board member.

Not in Florida, Sue. Any such provisions in the bylaws or any other governing document is pre-empted by state statutes. Corporations not-for-profit in Florida can normally do such things but the HOA and condo statutes expressly prohibit a board from removing a director, regardless of whether he or she was elected by the owners or selected/appointed by the other directors to fill a vacancy. When you're on the board, you're on and nothing short of a recall vote by the owners can get you off. There are a few exceptions such as being convicted of a felony or failing to be certified within 90 days of election/appointment.

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