FL Developer Turnover Disaster

FS 720 is very specific about meetings, and personnel meetings are truly only about personnel. Even attorney meetings (the other exception to public board meetings) says it has to be about a pending legal case. ALL OTHER MEETINGS MUST BE POSTED IN ADVANCE! There are no "executive sessions".

Your board is violating FS 720 by meeting privately any other time. However, you can discuss matters like this (meeting times, layout, agendas) via email but not in person. You cannot vote anything over email. It must be on the agenda as a specific topic, discussion must be allowed, and members must vote at a noticed meeting.

I understand none of you have experience. Did any of you get certified like FS 720 requires? You can take a short online course and it really helps understand how meetings are conducted in Florida. There are tons of these courses available for free.

Finally, do you have a full-time property manager? Your property manager is the one who is supposed to advise the board on how the statutes work. If your PM is not doing this, then you need to find someone who can. As an expensive alternative, you can have your association attorney sit in on a few meetings.

FS 720 and Florida HOA meetings are not rocket science. There is so much on the internet about interpreting the statute and case law and how it applies. If you are the president, you should be able to conduct a meeting with some form of order (Robert's rules or something similar).

I am in no way trying to be shady or underhanded and I’m DEFINITELY not trying to do something illegal. We were just elected and thrown into it on Thursday. So there is no way to have an administrative or executive meeting in FL where the only discourse is about the board itself and there is zero discussion about anything related to any homeowners? How do I go about notifying the neighborhood that we need a meeting simply for the board to get their crap together? Do make a sign and post it at the entrance of the neighborhood? Do I go door to door? The mailbox’s are centralized and locked so flyers in the mailbox is a no go. We have a FB page but I have no idea the number of members that are on it or if posting it on there is legal. As the president can I unilaterally call for a meeting? What unilateral powers if any do I even have? I currently have no list of names, addresses or emails for the community. I know we have a lawyer on hourly retainer but per the bylaws I have to get approval from 51% of a quorum of the whole HOA to sit down with him. We do have a PM but I’ll have to ask around to see who it is and how to get in contact with them. I have not taken the class nor did I know there was one available so I’ll look into that tomorrow. Thank you both. I really appreciate the input.

One other thing, a quorum in fl is 30%. Our Architectural Review Board is 3 people so technically any time the ARB meets to go ever AR submission it’s a quorum and should be posted and public? I’m sorry if I’m over thinking it but I’m a little overwhelmed right now.

The 30% quorum in FS720 is only for member meetings (such as the annual election), and only if a member meeting quorum is not specified in the bylaws.

The quorum for board and committee meetings is typically 50%. So for an ARB of 3 members, 2 need to be present to constitute a quorum. No decisions can be made without a quorum. FS 720.303 states that any committee that makes architectural decisions has to follow the same requirements as a board meeting.


Members of the board of administration may use e-mail as a means of communication but may not cast a vote on an association matter via e-mail. A meeting of the board of directors of an association occurs whenever a quorum of the board gathers to conduct association business. 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. A meeting of the board must be held at a location that is accessible to a physically handicapped person if requested by a physically handicapped person who has a right to attend the meeting. The provisions of this subsection shall also apply to the meetings of any committee or other similar body when a final decision will be made regarding the expenditure of association funds and to meetings of any body vested with the power to approve or disapprove architectural decisions with respect to a specific parcel of residential property owned by a member of the community.

So, Brandon, your owners should have elected 5 directors as apparently stated in your bylaws. How did 7 get elected? You must be saying that the ballot that went to Owners stated that 7 (or 9?) DIRECTORS would be elected? It sounds like whoever sent out the ballots and letter instating owners how to vote is very inexperienced and I hope not your Community manager.

What's typical is that the new Board of five, in your case, then elects the officers (not "cabinet members") at an open meeting. Officers usually are directors (even if not required in your Bylaws.)

This tiny error--thinking your owners elect 9-- among all the big respsonsibilties that your Board MUST learn suggests your Board needs professional help ASAP.

OR have someone knowledgeable about HOA governing documents (especially your CC&Rs, Bylaws and ARC Guidelines) and sit with all of you and go over each important section together. Your new Board simply reading them won't effective because you don't speak or comprehend th language.

Our turn over meeting was conducted by our PM and a rep from the developer. This is exactly how it went down. Does anyone want to nominate themselves? 14 people raised their hands. One at a time we spoke and they wrote our names down. They made copies and handed them out to everyone present that was eligible to vote. We were told that we could select up to 9 names from the paper. We could choose less than 9 but if anyone chose more the ballot would be invalid. Afterward the votes were tallied and the 9 that had the most were called forward. We were then told that the 3 that received the most votes would serve a 3 year term. The next 3 would serve a 2 year term and the last 3 would serve a 1 year term. We then sat down at the table and were told to select the officers. We (the board) Voted for each officer position one at a time. Once we (the board) selected who would be P, VP, S, & T the PM turned to the rest and introduced us. After that the meeting adjourned and we left. That was it, nothing more, nothing less. I literally walked out of the meeting and looked at my wife and said WHAT WAS THAT!? I thought we would be told more of what our responsibilities were or SOMETHING. We were given and told NOTHING. The following is copied and pasted straight from the bylaws.

Option of ClassB Member. Until the first annual meeting of the Members after there no longer is a Class B Member, the affairs of the Association shall be managed by a Board consisting of 5 directors appointed by the Class B Member. From and after the first annual meeting after there no longer is a Class B Member, the Board shall consist of 9 directors elected by the Members, provided that until the time that the entity that was the Class B Member at such time as such membership terminated no longer owns portions of the Property to which, upon completion of development of the Property, not less than 5% of the total votes of all Members are projected to appertain, such entity, at its election, shall be entitled to designate one such
director. Directors need not be Members. Notwithstanding the foregoing, if al or a portion of Parcel B is made subject to the Declaration as provided therein, the Board shall be expanded until the next annual meeting of the Members, to include six (6) additional directors elected by the Class B Member, so long as there is a Class B Member, and thereafter, by the Members, to represent the interests of the Parcel B Owners. From and after the first annual meeting after the addition of all or a portion of Parcel B to the Declaration, the Board shall consist of the number of directors as initially provided above in this paragraph.

BK: 4169 PG: 1631
Section 3.2. Term of Office. For so long as there is a Class B Member, Directors shall
hold office for terms of one year or until their successors are duly elected. At the first annual
meeting after there no longer is a Class B Member, and except as set forth below, (i) the nominees for director receiving the 3 highest vote totals shall be Class A Directors elected to serve f o rat e r m
of 3 years; (ii) the nominees for director receiving the next 3 highest vote totals shall be Class B
Directors elected to serve for a term of 2 years; and (iii) the nominees receiving the next 3 highest
vote totals shall be Class C Directors elected to serve for a term of one year. At each subsequent
annual meeting, the 3 directors to be elected shall be elected to serve for a term of 3 years. If, at
the first annual meeting after there no longer is a Class B Member the entity that was the Class
Member at such time as such membership terminated exercises the right to designate a director pursuant to Section 3.1 immediately preceding, such director shall serve in lieu of a Class B
Director for so long as such entity has a right to elect a director, and his or her successor shall serve
for the term or remaining term of the Class B Directors as of the date of the annual meeting at
which he is elected by the Members or of the meeting of the Board at which he is appointed,
provided that during such period of time, the entity that was the Class B Member may replace its
designee as a director at any time and from time to time, with or without cause, by notice to the remaining members of the Board.
Section 3.3. Removal. Removal of directors other a director appointed by the Class B Member or designated by the entity that was the Class B Member at the time such membership terminated shall be governed by Statutes, Chapter 720.303(10). In the event of death or resignation, of a director, his or her successor shall be selected by the remaining members of the Board and shall serve for the unexpired term of his or her predecessor.
Section 3.4. Compensation. No director shall receive compensation for serving in such capacity. However, each director shall be reimbursed for his or her reasonable out-of-pocket expenses actually incurred in the performance of his or h e rduties.
ARTICLE 4
NOMINATION AND ELECTION OF DIRECTORS
Section 4.1. Nomination. Nominations for election to the Board shall be made by a
nominating committee appointed by the president of the Association, but may also be made from the floor at the annual meeting. The nominating committee shall consist of a Chairman, who shall be a member of the Board, and two or more Members. The nominating committee shall make as many nominations for election to the Board as it shall in its discretion determine, but not less than the number ofvacancies that are to be filled.
Section 4.2. Election. Election to the Board shall be by secret written ballot. At such
election, each Member may cast, in respect to each vacancy, as many votes as he or she is entitled to exercise under the provisions ofthe Declaration. Cumulative voting shall not be permitted.

Does your HOA have a manager?

I advise you all to get training that complies with FS 720.3033(1)(a). Put this first or nearly so on the first meeting's agenda. Start shopping around for organizations that offer this training. Certain law firms may offer it. You can also inquire at https://www.caionline.org/pages/default.aspx

The key to an effective and legal meeting is an agenda. The agenda's topics are determined by the needs of the HOA, with the needs of the HOA as specified in the governing documents.

You are going to have to go through your governing documents with a fine-tooth comb. It likely will take many months before you feel like you understand the legal structure of a HOA. Remember the only stupid question is an unasked question.

Practice responding to owners with questions: "Please show me what in the Declaration, bylaws or state law supports what you want." Homeowners' associations have a specific purpose, as given in the Declaration and Articles of Incorporation. The main purpose is to ensure compliance with the declaration and bylaws.

Stop referring to a 'cabinet.' No such thing exists in HOA land. The presidency of a HOA is vastly different from the United States presidency. You as president have a vote equal in value to that of each of the other directors. Your main duty is to preside at meetings. This is an enormous duty, so do not think I am paying your role short shrift.

Start practicing keyword searches of the Florida HOA statute at http://www.leg.state.fl.us/statutes/index.cfm?App_mode=display_statute&URL=0700-0799/0720/0720.html

And you think you have time to not only serve on the board, but also serve as its president?

I hope your HOA has darn little infrastructure and amenities.

On the plus side, without question those posting here who have served on HOA and condo boards are community service minded and make a bigger-than-normal effort to be fair, and all for zero compensation. They are not about personal gain. I find it unusual in this day and age.

The good news is that being in the military has exposed you to a lot of leadership styles, good and bad. Being the president of an HOA doesn't give you any special powers except to run meetings, but it really helps if you can be a leader and lead the board and your community and also manage the PM.

Clear communication is the key. Acknowledge concerns, let people know they are being heard (even if you don't agree). Don't be emotional about anything. Work with the other board members, delegate projects so they feel included, and don't let the "community" see any disagreements the board may be having. Discussion at board meetings is great, differing opinions are great, just not major disagreements or personal issues.

The reality is that people rarely sue their HOA and mistakes can be forgiven. While you're getting all of this started, you will make mistakes. Correct as best you can and move on.

Also, keep in mind you really only have two goals. 1) keeping up the standards of the HOA (whatever the board determines them to be) and 2) keeping costs as low as possible while achieving number 1.

Can you update us, Brandon? I've thought about you & your newbie board off & on. What's new? Is there anything in particular that is puzzling?

Thanks for clarifying the number of directors on your Board. I think I've been reading this forum for maybe 10 years or longer & I've never seen a board of 9 at all, let alone one for an 100-Unit HOA!

Years ago, the I was a brand new directors and the Board Members Toolkit from a national HOA association Called Community Association Institute was exceptionally helpful. I believe it's free at CAIonline. com. but it's really important for the o members of your Board to read it too.

Unlike the armed forces, HOAs are very "flat" There are only two layers the board of directors and owners. The HOA's governing documents give the board certain powers and obligation and the same goes for owns. It's in the board's to make decisions.

But also, unlike military organizations, the HOA is governed by the Board. All board members vote at meetings of the board to make decisions. There is no admiral. There is no. "decider." the board decides.

In addition your covenants specify that the Board's main job is to protect, maintain & enhance your HOAs common areas. The Board is permitted to delegate to managers some functions.

I'm proud to be from a Navy family: my spouse served as diesel engineer, my son-in-law had two tours as a Navy Seal, and one of my daughters had the job of supervising a group who maintained ships' big weapons as a Fire Control Technician.

My favorite sailor was my uncle Jerry who was a Navy pilot during the Korean Conflict, who was shot down over S. Korea near a huge rice paddy. Hostiles were headed towards him on foot. A bone was sticking out of his leg. An army pilot swooped down and rescued him. Big headlines in the L.A. Times!

The developer of our Community referred the PM to our Association's hand-off committee and they were declared to be the Association's V & VP. Between the 2 they hired the PM for our Association. Like other had stated, if the PM isn't worth their salt...show them the door.
At our first Members' Mtg. I got self nominated to be on the Board and take on the V post. The Developer gave the Association our Declaration, Bylaws and CC&R, nothing else. We have 19 homes in the Association so it wasn't very time consuming to go door to door and introduced myself, collected their contact information and put it all on a spreadsheet for the Board to communicate and send them notices. Good Luck.