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Inspections/Walkthroughs with Landscaping Vendor

Started by ChrisW14 • 16 replies • 766 views

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ChrisW14 (Florida)
Posts: 2
Posted:
There is a great deal of information regarding meetings with Board Members in attendance for open meetings, special meetings, executive sessions, etc.. How do we classify a walkthroughs/landscaping inspection of the HOA community with a landscaping service provider (contractor/vendor) representative, the Property Manager, a representative of the Board and/or Landscape Committee? The intent certainly isn't a member meeting or board meeting, so would there be an issue if more than one Board member is in attendance whether a quorum is or isn't present for this specific purpose?
GenoS (Florida)
Posts: 4,276
Posted:
If there are enough Directors there to constitute a quorum then it's considered a "board meeting". Otherwise it's not and whoever else is there is irrelevant.
JohnC46 (South Carolina)
Posts: 14,265
Posted:
Quote:
Posted By ChrisW14 on 10/06/2020 12:25 PM
There is a great deal of information regarding meetings with Board Members in attendance for open meetings, special meetings, executive sessions, etc.. How do we classify a walkthroughs/landscaping inspection of the HOA community with a landscaping service provider (contractor/vendor) representative, the Property Manager, a representative of the Board and/or Landscape Committee? The intent certainly isn't a member meeting or board meeting, so would there be an issue if more than one Board member is in attendance whether a quorum is or isn't present for this specific purpose?

Chris

Have the walk through done with less than what would be a BOD Quorum and it is not a recordable event.
CathyA3 (Ohio)
Posts: 6,299
Posted:
You'd think there would be some sort of exemption for "board meetings" of this sort. But if there isn't, I agree that the board should just make sure they don't have a quorum.
BillH10 (Texas)
Posts: 1,217
Posted:
I would think so as well.

Notices of Meetings of the Planning and Zoning Commission of the city in which we reside all carry the following language:

Pursuant to (yada, yada, yada) notice is hereby given a quorum of members of the City Council may be present at this meeting of the Planning and Zoning Commission. No City Business will be transacted, this meeting is not to be considered a meeting of the City Council. (or words to that effect)

I believe this is the sort of exemption language we all wish were available for committee or other meetings when a quorum of the BoD happens to be present but does not transact association business.
KellyM3 (North Carolina)
Posts: 2,239
Posted:
Conduct your walkthrough with whoever wants to be informed. The intent of the activity is a walkthrough, not a clandestine attempt to pass HOA business.

Common sense applies here.
CathyA3 (Ohio)
Posts: 6,299
Posted:
Quote:
Posted By KellyM3 on 10/06/2020 7:05 PM
Conduct your walkthrough with whoever wants to be informed. The intent of the activity is a walkthrough, not a clandestine attempt to pass HOA business.

Common sense applies here.

The trouble is that more people = more chaos and wasted time since attendees will be unable to avoid adding their two cents' worth. Even multiple board members can slow things down.

When we do walk-throughs, it's one board member (usually), the PM (usually) and the contractor. You want the expert's eyes on things without interfering with his ability to assess things properly.
DeidreB (Virginia)
Posts: 113
Posted:
When I was a Board President the way we did this was to treat it as a board meeting.

We sent out a short notice to the community that "The board is meeting on X day at X time in X location to conduct a walk through of the common area with the landscaper and community manager. We will be reviewing the condition of the landscaping upkeep and give feedback to the landscaper. If members have input feel free to submit it in advance to x email address. This meeting is open and comments will be accepted at the beginning only as the landscaper takes guidance from the board and community manager only." ---- No one ever came but home owners began attending regular meetings from that point on for some reason. Also, if you do this during "normal business hours," most people are at work or otherwise busy. We got big kudos for the transparency, it reinforced transparency in other areas of the board's work (my intent in doing this) and people gained trust in the board.
KellyM3 (North Carolina)
Posts: 2,239
Posted:
Quote:
Posted By CathyA3 on 10/07/2020 6:10 AM
Posted By KellyM3 on 10/06/2020 7:05 PM
Conduct your walkthrough with whoever wants to be informed. The intent of the activity is a walkthrough, not a clandestine attempt to pass HOA business.

Common sense applies here.


The trouble is that more people = more chaos and wasted time since attendees will be unable to avoid adding their two cents' worth. Even multiple board members can slow things down.

When we do walk-throughs, it's one board member (usually), the PM (usually) and the contractor. You want the expert's eyes on things without interfering with his ability to assess things properly.

Every board of directors features a slightly different culture. If the question is whether an HOA board triggers a board meeting by simply walking the property, as a group, with the landscaper, then I'd say "No." Property management requires direct oversight and consultation.

I COMPLETELY agree that most boards have a few armchair "experts" that slow down discussions....different matter entirely and more worrisome, to be honest.
GenoS (Florida)
Posts: 4,276
Posted:
Quote:
Posted By KellyM3 on 10/07/2020 7:44 AM
Every board of directors features a slightly different culture. If the question is whether an HOA board triggers a board meeting by simply walking the property, as a group, with the landscaper, then I'd say "No."

And every state has different laws.

"Florida Statutes Chapter 720.303(2)(a) ... A meeting of the board of directors of an association occurs whenever a quorum of the board gathers to conduct association business."

Seems pretty clear. Oh, and that's the full quoted language. There's more to subsection (a) but in a nutshell that's what a board meeting is in Florida. It doesn't matter what other spin anyone wants to put on it. Anyone saying, "Oh but that's not really a board meeting," is wrong. By definition, it is.
KellyM3 (North Carolina)
Posts: 2,239
Posted:
The board isn't conducting business. Directors are touring the grounds with the landscaper. The conducting of said business occurred with the vote - in this case - to hire the landscaper.

Walking around and receiving a vision is not conducting HOA business. It's property management.

If boards want to create cliques and omit directors, I guess you could use the business meeting quorum as the rationale.

ND (PA)
Posts: 792
Posted:
Seems like a FL attorney agrees . . .

"To summarize, Chapter 720 does not prevent board members from socializing or require that a notice be posted every time a group of board members might want to go out to eat or play a round of golf. Instead, the law simply provides that a gathering of a quorum of board members where the members discuss HOA business or engage in discussions about the needs of the community must occur only in a properly noticed board meeting."

Copied verbatim from a Florida Publication (TheLedger). Can probably find the article by searching "The Law: When is a gathering a meeting?".
ChrisW14 (Florida)
Posts: 2
Posted:
All great comments and much appreciated. Very helpful!
GenoS (Florida)
Posts: 4,276
Posted:
Quote:
Posted By KellyM3 on 10/07/2020 11:40 AM
The board isn't conducting business. Directors are touring the grounds with the landscaper. The conducting of said business occurred with the vote - in this case - to hire the landscaper.

Walking around and receiving a vision is not conducting HOA business. It's property management.

If boards want to create cliques and omit directors, I guess you could use the business meeting quorum as the rationale.


I couldn't disagree more. They're not playing ping pong. They're discussing the business of the HOA if they're inspecting common property with an eye toward hiring/firing/replacing a landscaper.

"Receiving a vision"... I have to remember that one.
GeorgeS21 (Florida)
Posts: 3,808
Posted:
Easiest to meet in multiple groups - to stay below the threshold of a quorum.

Hard to walk and talk in a big group - especially hard if members of the community are wandering around with you.
ND (PA)
Posts: 792
Posted:
Quote:
Posted By ChrisW14 on 10/06/2020 12:25 PM
There is a great deal of information regarding meetings with Board Members in attendance for open meetings, special meetings, executive sessions, etc.. How do we classify a walkthroughs/landscaping inspection of the HOA community with a landscaping service provider (contractor/vendor) representative, the Property Manager, a representative of the Board and/or Landscape Committee? The intent certainly isn't a member meeting or board meeting, so would there be an issue if more than one Board member is in attendance whether a quorum is or isn't present for this specific purpose?

I provided some info before, but in the interest of answering the questions asked . . .

If a quorum of the Board is present at this Walkthrough/Landscaping Inspection, then yes it would be considered a "meeting of the Board of Directors" and must be noticed appropriately to the HOA IAW your docs and FL HOA.

However, if a quorum of the Board is not present, then there should be no issues doing what you want to do without it being called a "meeting of the Board of Directors" and without having to notice it to the HOA.

Each method would have pros and cons that other posters have covered, so I won't go into that. So depending on how much "help" you want during this Walkthrough/Landscaping Inspection, decide how many Board Members actually need to be present, and proceed accordingly.

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