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AnnaD2 (Florida)
Posts: 960
Posted:
Here's a new one for you; at least I've never seen this before. We had our annual member's meeting last night. After we adjourned, our property manager said he wanted to have a meeting with the board. We asked if he'd like to set up the date and time and he said, No, he'd like to have it now. We questioned how that could be done because it wasn't duly posted nor called. He said it would be a : MEETING WITHOUT NOTICE. We'd never heard of one of those; the full board was in attendance. He then proceeded to ask us questions and discuss various issues. The meeting was never called nor dismissed. To us this looks like an illegal meeting! If so, should we just ignore it and pretend it never happened? I certainly don't want to post the "minutes" as I don't feel it should have happened.
BradD2 (Florida)
Posts: 418
Posted:
Per Florida Statute 720.303.2 that is not permitted. He should not have allowed the meeting to adjourn and discussed what he wanted during the meeting. As this is a fairly old law I think you might want to look at finding a new PM that knows the laws and won't get your Association in trouble.
RobertR1 (South Carolina)
Posts: 5,164
Posted:
AnnaD, It is not a meeting without notice. He is not a member of the Board, he works for the Board. If the Board was available and consented to met, I see nothing wrong with that. It becomes a business meeting and does not violate any rules I know of. Have your secretary take note and make a report to the members. In fact, why don't you make this a regular chore of your board to meet with PM, nothing wrong with that, good business. The board will be hard pressed if they want to conduct a formal meeting every a board meember waants to sit down and talk about business with the appropriate people. I bet you all e-mail or phone each other all the time without calling a meeting.

Business without meeting can be search on the search feature of this main disscussion topic page. Good luck.

In the Board minutes, write a short explanation of how this happened and state that if the PM wants to address the full meeeting in the future, he will have to be on the agenda. Also state that the board is trying to work out an agreement with the PM to set up regular business meetings between the board and PM. If it happened at an open meeting, it should be included in the minutes, just don't hang youselve by reporting something that did not happen.
JoeW1 (New York)
Posts: 728
Posted:
AnnaD, RobertR1 is 100% correct. However, the Board should call the meetings, the PM should take second seat and not bulldog the Board into any action.
HaroldS (Arizona)
Posts: 906
Posted:
Yet another case of the management company tail wagging the dog. This occurs because of the nature of filling boards with inexperienced, untrained volunteers who have to lean on the management company for advice. Unless a board asserts itself, slowly but surely the management company takes over and calls all the shots.
It is important for all boards to remember who is paying for this. The management company is their employee. It is also important to review the contract to avoid "automatic" renewal and, very important, that it can be cancelled by either party with minimal notice. Harold
DonnaS (Tennessee)
Posts: 5,671
Posted:

Anna,
Yes, he can tell the Board that he needed to meet with them. If they were not voting on any association issues, he saw a perfect opportunity to get them all together. P.Ms need to communicate with the BOD as that is where all of their directions come from. You said that he proceeded to ask questions and discuss various issues, It probably should have been done in a different environment or location. But office business is not a BOD meeting requirement to have to follow.
AnnaD2 (Florida)
Posts: 960
Posted:
BradD, what you said, I agree with. Donna, I love your responses and replies, yet I think you may be wrong. Florida is very strict about how we conduct meetings. (It is a condo association). My original post was if anyone had ever heard of a "Meeting Without Notice". ALL meetings where a quarum of directors is present must be posted (usually 48 to 72 hours) and everyone should know in advance. By the way---this property management company and manager, are the ones who are being "let go". This will be the last meeting they attend, representing us. But I don't want to post the "phantom minutes" if the meeting was illegal.
DonnaS (Tennessee)
Posts: 5,671
Posted:

Anna,
This is one of those items that we can debate until the cows come home but I also want to know the correct answer to the "meeting without notice." So I went back to Fl Statute 617 which are our Not for Proffit Corporations --"Articles of Incorporation," which we are all filed under.

Chapter 617--4(a)--6 is where you will find "meeting without notice" rules. I read it to allow a meeting under special circumstances. It is very wordy and that is why I did not copy it for us all to try and figure out. NancyD1, where are you when I need you?
Jadedone4 (Virginia)
Posts: 495
Posted:
All, thought that I would a little "spice" to this thread be a "Devil's Advocate."

Meeting Without Notice in this particular situation is valid because the PM met with the full board. When you have all members of a board of directors, you have effected quorum; and when that is combined with discussions of the HOA's business - that is in effect an official meeting. With that said, and depending on your "open meeting" law requirements, the membership was the audience that "notice" should have been properly effected to.

RobertR1 (South Carolina)
Posts: 5,164
Posted:
Jadedone4,
At the risk of proving myself wrong I disagree. A meeting can not be called by the Manager, period. The manager can not rule on anything that the members do. A meeting is a official function, this was not an official function if the manager calls it. The manager should have been told he was out of order and has no vote in organizational function. The PM did not meet with the full board, if I understand, he just happened to be where the full board was conducting an official meeting. The prescence of the Manager is not a requirement, if anything, it is simply a curtesy. You must have a guorum of board members to effect a Board meeting but a Board Meeting is not a membership meeting, it is a business meeting. What business that is allowed is under the control of the Presiding. Prior to any Board meeting there must be notification of all Board members by the President, a Meeting without notice would not be allowed at a called Board meeting, nor could it be included in a called Board meeting.

RobertR1 (South Carolina)
Posts: 5,164
Posted:
Also,
From reading the original post again I see this took place after an annual meeting. All of my last applies and also, the meeting without notice was not on annual meeting agenda and if the annual meeting was adjourned, any discussion after that was just that: discussion among people and not all were members.

Jade,
Maybe I can think of some more ways to say the same thing.
Jadedone4 (Virginia)
Posts: 495
Posted:
RobertR1, I think that we are in agreement, but looking at the issue from different sides of the glass. I agree that the PM should NEVER instruct a board; advice yes, offer information, yes - instruct no. When I mentioned "audience" I was referring to the board's responsibility to effect notice to membership. My take on this (and it may be too simple) but under my state's "open meeting" law/requirements, if I as President and three other board-members are in my car heading down the highway, and a community issue comes up - we have effected a quorum by number, and by discussion topic, combining the two = meeting without notice (to membership, etc).

So that means at the next rest stop, I am putting out one of the board members, along with cab fare...
RobertR1 (South Carolina)
Posts: 5,164
Posted:
Done,
I am glad we agree and I heard of this kind of things about board having meetings when several of them get together. Our documents do not mention that particular provisions. I discount that as being impractical and moot in my mind. To me a meeting has to be formally held and called to order.

Ou documents state that "Actions without a meeting" are when it becomes necessary for the Board to take action without a meeting, they must have 75% of the vote by vote or proxie.
Example: Board wants to tear down a small building that was damaged and need member approval. Board sends out to members and explains and asks for proxies or vote. Votes are verified and tallied by apportionment vote, and that verifies the action to be taken or taken, (that is right to be taken or taken) (when the votes are counted and verified the action can be taken and then read into the a Board meeting at some point, or they may be read into the minutes of a board meeting that the action will be taken).

This is probably a poor example because the Board can call a special meeting and do the same thing on 2/3 of vote. Or they could bring it up at an annual meeting and do it with 51% of vote.

I am comfortable just letting the sleeping dog lie and getting on with program, if it comes up and someone can justify it (members), do it. But no way does it fall under the managers responsibilities or concern for that matter.

Hope this makes things less clear, and why are you going to give one of those bums taxi fare. Let them walk home, give them time to think how to make good decisions.

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