Special meeting called by President but.....

Keeping in mind that I'm not in Florida and not up on all of the laws, and without knowing exactly what "lack of transparency" looks like in this case (or if this is nothing more than a personal spat)...

Executive session seems like the right place to try to mediate this, at least for now to see if the issues can be resolved. It feels like an employment issue to me. I think that minutes should be kept, though.

I can also see that if the issue is not resolved, it could create larger problems for the HOA that homeowners should know about - if for no other reason than to elect different directors without all the drama. So depending on what comes out of this, I could see moving further actions into open session.

Further details could cause me to change my answer, though.

-- If this meeting involved instead behavior by a non-director, non-officer HOA member, then I think it also should be held in Executive Session. If you are objecting to an executive session to address some sort of "objectionable" behavior by the Secretary and President, then I think you are probably mistaken to do so, at least at this point.

-- Is this a condo or non-condo? Is your condo/HOA governed by FS 718 or FS 720?

-- If FS 720, then from FS 720: "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." I think this may be another reason the meeting should be held in executive session.

-- The attorney's "mediating" the meeting is really not appropriate, for a few legal reasons. Most importantly, the attorney works for the Board. The attorney of course can and should advise, but he or she should not supplant the Board's responsibilities when it comes to decision-making. Still, I might not sweat this. It just depends on what the attorney and other directors are up to.

-- To get the most out of this site, I think you'd have to list your specific concerns.

Regarding Minutes: On the one hand, and per FS 720 and FS 718, all board meetings are supposed to have Minutes. However, the gold standard for Minutes is that they are only supposed to record actions (made by motions that are voted on) and the vote. I suspect this meeting is for information purposes. While Minutes are technically required, if there's no expectation of any motions that derive legal authority from the Florida statutes or the condo/HOA's governing documents, then I would not sweat the Minutes. If no motions are appropriate or are made, the Minutes would say something like, "Board quorum present with meeting started at 10:30 AM. No motions made. Meeting adjourned by unanimous vote at 11 AM."

If at any point the Board finds, say, that it has to take some kind of official action, like removing the President, then I think the OP should ask that Minutes recording the vote be kept.

Part of the confusion may be the misuse of the term "special meeting," MarkS. Take look at your Bylaws and you'll probably see special meeting of the board and special meeting of members. This is neither and sound like an ordinary executive session to discuss matters in private with the HOA attorney.

I know options to hold executive sessions are very limited in FL, but I think the attorney being involved is a qualifier, and I'd hope s/he knows the law on this topic.

I do not know what FL or your Bylaw's notice requirements are for executive session. (In CA, it's only 2 days.)

As Augustine points out, minutes should still be written even if very brief.

Hi Mark -

I'm a bit confused. Was it a 3rd director that requested the meeting? Or was it the Secretary?

Thanks.

Based on what you described, I applaud your HOA attorney for stepping in to address what he or she obviously sees as a failure of responsibility on the part of your President and Secretary.

If you as a director are not fully informed, then it's impossible for you to make an informed decision.

I suggest going to the meeting, asking the lawyer whatever questions you have about a Director's responsibility to disclose, finding out where the dividing lines are between private issues and Board issues, and taking good notes on what the lawyer says.

You need these notes so that, when the Board meets without the lawyer present at some future time, you can remind the others of what the lawyer said.

Maybe they don't want you to take notes on the particular things that were not previously disclosed. In your shoes, I would agree to that. But I would not agree to listening to the lawyer explain the responsibilities of Directors to each other and not take notes on those explanations.

Not everyone is going to remember what the lawyer said the same way. And when that comes up in conversation down the road, you should be able to rely on your notes from the meeting.

This forum is a wonderful resource. Thank you for all your responses. The ‘special meeting’ is coming up next week & I wanted to follow up with you guys and gals. Come to find out that emails and association business has been ‘kept’ from this Director. He has since mailed out a certified special records request to the Board. Going through some of the group emails he’s requested I’m noticing his address not included in some business correspondence (from my end). He is a very likable person and many residents in our neighborhood get along with him. This does seem quite odd, and possibly inappropriate, as group emails usually stay together unless the names/addresses are input independently.