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JimB37 (Florida)
Posts: 76
Posted:
We have a situation on our BOD whereby one member is employed by another. Does anyone have any information on dealing with this in the state of Florida? Apparently, this situation was not foreseen by those who wrote our bylaws.
RichardP13 (California)
Posts: 3,868
Posted:
You have a situation. Really?? What??
GeorgeS21 (Florida)
Posts: 3,808
Posted:
It does not sound like a illegal conflict of interest.

I don’t recall seeing anything about this in FS 720.
AugustinD
Posts: 5,144
Posted:
For HOA Board votes, if the subordinate does not vote the way the boss wants, then the boss could make life difficult for the subordinate at their workplace. But I expect the members knew this when they voted the two of them in. The only time I see a meaningful problem is if the business employing the two is bidding for a HOA contract. Then they should recuse themselves.
GenoS (Florida)
Posts: 4,276
Posted:
Quote:
Posted By JimB37 on 02/03/2019 6:19 PM
We have a situation on our BOD whereby one member is employed by another. Does anyone have any information on dealing with this in the state of Florida? Apparently, this situation was not foreseen by those who wrote our bylaws.

This makes no sense. From what you've written you don't have a case against anyone for anything. There's nothing "to deal with" in the state of Florida.
JimB37 (Florida)
Posts: 76
Posted:
Are you saying that you don't see the inherent conflict of interest that such a relationship between two Directors creates? It is impossible to believe that any reasonable person would not think twice before voting against their employer.

It is not impossible to believe that they might agree on matters and that they both may have the same agenda. However, in matters where there might be a disagreement, the employee should be able to make a decision based upon their own judgement and not be concerned as to how doing so may have negative consequences for them in the workplace.

So to answer your question, Yes. I would say it's a situation.
JimB37 (Florida)
Posts: 76
Posted:
Neither did I. Thank you.
GenoS (Florida)
Posts: 4,276
Posted:
Quote:
Posted By JimB37 on 02/03/2019 10:20 PM
Are you saying that you don't see the inherent conflict of interest that such a relationship between two Directors creates? It is impossible to believe that any reasonable person would not think twice before voting against their employer.

I can see where it might pose a problem. But what I'm saying is that, according to the FL statutes, such a master-servant relationship is not a "conflict of interest". COI is a very narrow situation per the statutes that only applies to situations where directors have a financial interest in companies that do business with the association.

Alice is on the board and she owns a landscape copmpany. Bob is also on the board and he works for that landscape company and Alice is his boss. The landscape company does no work for the association. No conflict of interest exists in the eyes of the law (I'm not a lawyer but I think that's a slam dunk) as far as the association board is concerned. If you're worried about a cozy relationship between Alice and Bob because Bob feels his job is threatened if he votes against Alice at board meetings, then by all means figure out how to get one or both off the board. But it's not a "conflict of interest" situation.
JimB37 (Florida)
Posts: 76
Posted:
Your explanation is most helpful and has helped me realize that I've been looking at this incorrectly. I see "conflict of interest", but as you pointed out, FL statutes define this term very narrowly. I still believe the relationship is a problem, but I just can't call it a conflict of interest in the state of FLorida. Thank you.
DouglasK1 (Florida)
Posts: 2,046
Posted:
If enough members think that this situation is a problem, it is up to them to rectify at the next election.

Escaped former treasurer and director of a self managed association.
KerryL1 (California)
Posts: 14,550
Posted:
I agree with you, Jim, that it's a "situation," but there's nothing illegal about it; it's not a COI.

We had a realtor on our board who was serving just to promote her business. Another director, "Joan" was looking for a 2nd home to buy and "Kate" was her realtor. Kate always voted with Joan on everything. And the board was stuck with that "relationship."

The membership should vote one off as Douglas advises.
SheliaH (Indiana)
Posts: 6,964
Posted:
There is no situation here - what these two do on the job is between them and has no bearing on association business. There might be an issue if they worked for the property manager or a contractor for the association - our board would likely handle it by requiring both to recuse themselves from any discussion or vote on an issue related to the property manager or vendor.

If it is not right do not do it; if it is not true do not say it. Marcus Aurelius
JimB37 (Florida)
Posts: 76
Posted:
I agree that the activities of the employer and employee are of no concern of the Board. Even if the employer were to cause problems for the employee as a result of their (employee's) vote on a Board matter, that would still not be a matter of concern for the Board. No question about that.

It is my contention that Directors should be able to freely express their opinions by virtue of their votes without being unduly influenced by external factors such as worrying about the consequences of voting against their employer. The existence of such a relationship introduces the potential for such a circumstance.
DouglasK1 (Florida)
Posts: 2,046
Posted:
Quote:
Posted By JimB37 on 02/04/2019 11:15 AM

It is my contention that Directors should be able to freely express their opinions by virtue of their votes without being unduly influenced by external factors such as worrying about the consequences of voting against their employer. The existence of such a relationship introduces the potential for such a circumstance.

Certainly this potential exists, but in the absence of any law or provision in the governing docs prohibiting it, it is up to the membership to decide via the voting process whether this is acceptable to them.

It is not uncommon for one strong willed owner to recruit syocphants to run for board positions with them so they effectively control more than one vote on the board, this may or may not be a similar case.

I'll add that just because there is an employee/employer relationship, that doesn't necessarily mean the employee would always agree with the employer. This is pretty hypothetical in my case since my boss lives in a different part of the country than I do, but I certainly wouldn't be concerned with currying favor with him if we were on the same board.

Escaped former treasurer and director of a self managed association.
JimB37 (Florida)
Posts: 76
Posted:
Douglas,
"...absent a law or provision against such a thing, it is up to the membership to rectify." Agreed.
Thank you for your input.

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