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LoriM15 (Florida)
Posts: 1,009
Posted:
In Florida, all board meetings must be open to members except for two reasons - meeting with the attorney or discussing personnel issues. Here's what the Florida Statute 720.303(2)(b) says:

Members have the right to attend all meetings of the board. The right to attend such meetings includes the right to speak at such meetings with reference to all designated items. The association may adopt written reasonable rules expanding the right of members to speak and governing the frequency, duration, and other manner of member statements, which rules must be consistent with this paragraph and may include a sign-up sheet for members wishing to speak. 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.

We are having a closed board meeting to discuss changing our management company. It is a personnel issue because we need to discuss whether or not we want to bring our PM and admin with us to the new company. We posted notice of the meeting in accordance with the statute so it's all legal. Someone will take minutes which will then be given to the PM to put in a special "closed meetings" binder.

I believe we can make a motion and approve the change in management company at the closed meeting. Our treasurer disagrees. He feels we can discuss the matter, but that we would have to make a motion and vote on it at an open meeting with members present. I asked our PM in a general way (we're trying to keep this secret for now) and she agreed with me.

Any thoughts?
MaxB4
Posts: 3,513
Posted:
IMO and based on a few years of experience, the proper procedure would be to discuss changing management companies, you might even interview a few in executive session and even vote in executive session, BUT, that the final discussion and vote should occur in open session. Remember, changing management companies also affects a lot with homeowners with how and where they pay their assessments.
WendyM5 (North Carolina)
Posts: 1,522
Posted:
Community should be giver opportunity to hear concerns about changing mc
Male it open meeting imho

vis ta vie
ElleN (Idaho)
Posts: 4,420
Posted:
Quote:
Posted By LoriM15 on 01/20/2023 3:26 PM

We are having a closed board meeting to discuss changing our management company. It is a personnel issue because we need to discuss whether or not we want to bring our PM and admin with us to the new company.
Your Board wants to poach employees of one MC and have them work for a second MC, whom the HOA expects to hire, correct?

Florida law has protections against poaching. Plus there are concerns about tortious interference. Has your board spoken at length with an attorney first about the risks the HOA is taking?
LoriM15 (Florida)
Posts: 1,009
Posted:
Quote:
Posted By ElleN on 01/20/2023 4:02 PM
Posted By LoriM15 on 01/20/2023 3:26 PM

We are having a closed board meeting to discuss changing our management company. It is a personnel issue because we need to discuss whether or not we want to bring our PM and admin with us to the new company.
Your Board wants to poach employees of one MC and have them work for a second MC, whom the HOA expects to hire, correct?

Florida law has protections against poaching. Plus there are concerns about tortious interference. Has your board spoken at length with an attorney first about the risks the HOA is taking?

There is a buy out clause in our current management contract. We would pay the current management company almost $50,000 to take them with us. But of course they have to make the decision if they want to go.
KerryL1 (California)
Posts: 14,550
Posted:
Thanks for the buy-out info, Lori; I & someone else wondered about that in a different thread.

Voting to approve the change to a new management company in an open meeting may be common practice and even preferred for transparency reason. But I'm not so sure that it's a legal requirement. Assuming you have an HOA attorney on retainer, give them a quick phone call?

LoriM15 (Florida)
Posts: 1,009
Posted:
The big issue is timing. We have to give the old management company 60-day notice, so we need to do that by February 1. We have the closed meeting on the 23rd. Then we have our annual meeting on the 28th. We could discuss at the organizational meeting after the election on the 28th but that doesn't give us much time. I guess we could have the termination letters prepared in advance. The current PM company reps will be there so they will have to listen to the discussion. Otherwise, we could call a special board meeting before the 28th. It's pretty complicated because we probably should have done this sooner.

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