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DN3 (Florida)
Posts: 10
Posted:
I live in South Florida and presently I am one of seven board members that sit on our HOA board. I was informed that since a quorum is not established when 3 out of the seven board members meet they are allowed to discuss board business in what they are calling a social gathering. However when I took my certification class my understanding was that you are allowed to meet in a social gathering but once you start to discuss community business, all conversation should come to a stop.
Also can three board members or any board members sit on a committee of any kind?
KerryL1 (California)
Posts: 14,550
Posted:
If fewer than a quorum meet in any kind of circumstances, they may discuss whatever they wish, including HOA business.

Similarly fewer than a quorum of board may serve on the same committee. I personally don’t think it’s a good idea, and that committee should not have any decision-making authority.

Unless your Byalws or other overdoing documents say otherwise, directors may be on committees. But remember that only the Board can vote and approve committee members.

What is your concern? Does it feel like 3 directors are trying to run everything outside of board meetings

I don’t know FL statutes on committee composition for fining committees or ARch. Control Committees.
KerryL1 (California)
Posts: 14,550
Posted:
If fewer than a quorum meet in any kind of circumstances, they may discuss whatever they wish, including HOA business.

Similarly fewer than a quorum of board may serve on the same committee. I personally don’t think it’s a good idea, and that committee should not have any decision-making authority.

Unless your Byalws or other governing documents say otherwise, directors may be on committees. But remember that only the Board can vote and approve committee members.

What is your concern? Does it feel like 3 directors are trying to run everything outside of board meetings

I don’t know FL statutes on committee composition for fining committees or ARch. Control Committees.
DN3 (Florida)
Posts: 10
Posted:
When I took my certification class I recall the person giving the class stating that you can meet in a social gathering but once you start discussing what you want to do for the community all conversation should end. My concerns are one in Fl state statue it says any board business will be conduct in an open forum in front of the membership.

I found this on the web: Can board members be on committees in Florida?
Per Florida law, this committee cannot be comprised of board members or spouses or relatives of board members in order to maintain its independence from the board.Feb 12, 2019. Now who is correct you or what I found on the web?
DN3 (Florida)
Posts: 10
Posted:
When I took my certification class I recall the person giving the class stating that you can meet in a social gathering but once you start discussing what you want to do for the community all conversation should end. My concerns are one in Fl state statue it says any board business will be conduct in an open forum in front of the membership.

I found this on the web: Can board members be on committees in Florida?
Per Florida law, this committee cannot be comprised of board members or spouses or relatives of board members in order to maintain its independence from the board.Feb 12, 2019. Now who is correct you or what I found on the web?
DN3 (Florida)
Posts: 10
Posted:
When I took my certification class I recall the person giving the class stating that you can meet in a social gathering but once you start discussing what you want to do for the community all conversation should end. My concerns are one in Fl state statue it says any board business will be conduct in an open forum in front of the membership.

I found this on the web: Can board members be on committees in Florida?
Per Florida law, this committee cannot be comprised of board members or spouses or relatives of board members in order to maintain its independence from the board.Feb 12, 2019. Now who is correct you or what I found on the web?
DN3 (Florida)
Posts: 10
Posted:
When I took my certification class I recall the person giving the class stating that you can meet in a social gathering but once you start discussing what you want to do for the community all conversation should end. My concerns are one in Fl state statue it says any board business will be conduct in an open forum in front of the membership.

I found this on the web: Can board members be on committees in Florida?
Per Florida law, this committee cannot be comprised of board members or spouses or relatives of board members in order to maintain its independence from the board.Feb 12, 2019. Now who is correct you or what I found on the web?
DN3 (Florida)
Posts: 10
Posted:
When I took my certification class I recall the person giving the class stating that you can meet in a social gathering but once you start discussing what you want to do for the community all conversation should end. My concerns are one in Fl state statue it says any board business will be conduct in an open forum in front of the membership.

I found this on the web: Can board members be on committees in Florida?
Per Florida law, this committee cannot be comprised of board members or spouses or relatives of board members in order to maintain its independence from the board.Feb 12, 2019. Now who is correct you or what I found on the web?
DN3 (Florida)
Posts: 10
Posted:
When I took my certification class I recall the person giving the class stating that you can meet in a social gathering but once you start discussing what you want to do for the community all conversation should end. My concerns are one in Fl state statue it says any board business will be conduct in an open forum in front of the membership.

I found this on the web: Can board members be on committees in Florida?
Per Florida law, this committee cannot be comprised of board members or spouses or relatives of board members in order to maintain its independence from the board.Feb 12, 2019. Now who is correct you or what I found on the web?
DN3 (Florida)
Posts: 10
Posted:
When I took my certification class I recall the person giving the class stating that you can meet in a social gathering but once you start discussing what you want to do for the community all conversation should end. My concerns are one in Fl state statue it says any board business will be conduct in an open forum in front of the membership.

I found this on the web: Can board members be on committees in Florida?
Per Florida law, this committee cannot be comprised of board members or spouses or relatives of board members in order to maintain its independence from the board.Feb 12, 2019. Now who is correct you or what I found on the web?
DN3 (Florida)
Posts: 10
Posted:
When I took my certification class I recall the person giving the class stating that you can meet in a social gathering but once you start discussing what you want to do for the community all conversation should end. My concerns are one in Fl state statue it says any board business will be conduct in an open forum in front of the membership.

I found this on the web: Can board members be on committees in Florida?
Per Florida law, this committee cannot be comprised of board members or spouses or relatives of board members in order to maintain its independence from the board.Feb 12, 2019. Now who is correct you or what I found on the web?
ElleN (Idaho)
Posts: 4,420
Posted:
DN3, is this a condomimnium, subject to FS 718? Or a HOA subject to FS 720? Or something else.

When less than a quorum is present, yes, the statutes permit the directors to discuss board business without providing notice et cetera. However, best practices is for directors to not discuss board business outside of a board meeting. The latter is what I think your certification class was trying to say.

See

https://www.floridatoday.com/story/money/2021/12/12/no-hoa-business-social-gathering-without-proper-notice-poliakoff/8794530002/

and

https://www.lakelandlaw.com/when-does-a-gathering-of-directors-result-in-a-homeowners-association-board-meeting/
SheliaH (Indiana)
Posts: 6,964
Posted:
It seems you have two questions: can board members serve on committees and can board members discuss association business outside regular meetings. You should be reviewing your documents to see what they say about quorum and committees - that's where you should always start (especially since you're a board member).

As far as the statute on committees is concerned, does it apply to all HOAS regardless of when they were established or only to those established after a certain date? Go back to that statute and see what it says because that could make a difference in whether this applies to your community. You may have to look further back in the statutes to see when it applies - the beginning might say something like "this sections applies to HOAs established after X date"

That said, I don't think advisory committees should consist solely of board members and members of their household. It may be OK to have a board member serve as a liasion between the board and the committee, but that's something a committee chairperson could do.

For your second question, I think it's unrealistic to expect a handful of board members not to have a casual conversation about an association issue (politicians discuss why they feel a certain way or why they vote this or that way all the time). The real concern is when you have 4+ members who decide to vote a certain way before everyone else has a chance to chime in AND there aren't any homeowners around to hear the conversation to see how these people arrived at their decision.

Simple math should tell you 4+ members of your board equal a quorum, so three people can't make a decision because the rest of you can outvote them and the decision wasn't made in the appropriate setting- an open meeting where you hear motions, seconds and of course, the actual vote. Like Kerry, I don't see the problem with three people simply discussing the matter.

Board members should expect to debate issues during open meetings- they might feel one way before that, but could change their mind after hearing other viewpoints. If you were with these people, what's wrong with you saying "I think it might be better to hold off on discussing this until the meeting so everyone has a chance to say what they think"?

When I was on the board, I would have general conversations with other board members if I ran into them. It didn't happen much because we were too busy living our lives between meetings. If it did, the next meeting would have one or the other saying "so and so and I were talking about Z and we got to thinking we could do X because....what do you think?" then the conversation would begin. Sometimes it ennded with a vote, sometimes not.


If it is not right do not do it; if it is not true do not say it. Marcus Aurelius
DN3 (Florida)
Posts: 10
Posted:
I want to thank all of you for taking the time out to giving me your opinions on the matter. I am aware I should reference my docs regarding committees and who can serve on them. But I was looking for someone from the state of florida that knows and quotes Florida statue. Because that reference that I posted above never referred to the statue it was referring to and I cannot find where that reference came from.
ElleN (Idaho)
Posts: 4,420
Posted:
Quote:
Posted By DN3 on 11/09/2023 6:49 AM
But I was looking for someone from the state of florida that knows and quotes Florida statue.
Several people here know and quote Florida statutes. But for them to check on your questions, you have to have the courtesy to state which statute applies to your HOA.

Do you understand that there is a Florida condo statute and a Florida HOA statute? Do you understand that they are different.
LoriM15 (Florida)
Posts: 1,009
Posted:
Other posters are correct. This is from FS 720 (HOA, not condos or coops) about boards.

720.303 (2) BOARD MEETINGS.—
(a) 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.

As long as there is not a quorum of the board, it's not a board meeting. So a smaller number can meet and discuss, but not vote. Also, can discuss but not vote via email.

As for the committees, that language is specific for fining committees. Your documents may say something different or may have rules for other committees, but as far as I know, this is the only restriction in FS 720 regarding committees.

720.305 (2) (b) A fine or suspension levied by the board of administration may not be imposed unless the board first provides at least 14 days’ notice to the parcel owner and, if applicable, any occupant, licensee, or invitee of the parcel owner, sought to be fined or suspended and an opportunity for a hearing before a committee of at least three members appointed by the board who are not officers, directors, or employees of the association, or the spouse, parent, child, brother, or sister of an officer, director, or employee.
KerryL1 (California)
Posts: 14,550
Posted:
Ah, I was hoping Lori'd have time to reply. You can count on her, DN3.

Say, DN3, please define "quorum" for us. Is your HOA condos?

Note that, so far as we can tell, committee may comprise board members except for the Fining Committee. I think, DN3, that your above citation refers to the Fining Committee?

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