CharlotteF1 (Florida)
Posts: 3
Posts: 3
Posted:
Can four Board members meet in private without inviting the other three Board members?
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Informal Meeting
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MelissaP1 (Alabama)
Posts: 13,836
Posts: 13,836
Posted:
Is it to discuss HOA business or go to dinner? The people are your neighbors in a HOA after all.
Former HOA President
CharlotteF1 (Florida)
Posts: 3
Posts: 3
Posted:
To talk about the budget.
MelissaP1 (Alabama)
Posts: 13,836
Posts: 13,836
Posted:
That would be wrong. The budget is the job of the entire board. Why only select few discussing outside of official meeting?
It is good to have outside discussions but not a set up meeting excluding other members involved in the decision making. Go to an executive session than do it privately. Leaves bad taste all around.
It is good to have outside discussions but not a set up meeting excluding other members involved in the decision making. Go to an executive session than do it privately. Leaves bad taste all around.
Former HOA President
MarkM19 (Texas)
Posts: 1,459
Posts: 1,459
Posted:
Charlotte,
How many board members are on your board? How many met in this get together? If you were not in the meeting, how can you know what was actually discussed or mentioned in the meeting?
I would say it is reasonable to say that the budget may have been mentioned or even that the topic was discussed in detail. No motions were made, and no action was taken. IMO it was just a conversation about what is yet to come up in the future budget meeting.
As Melissa stated every board member is also an owner in the community and very likely has friends on the board with them. As the board president for 12 of my 14+ years I have had hundreds of conversations with other members just getting a sense of their feeling on matters before it is placed on an agenda.
Try not to feel paranoid about this small talk. No votes were taken and if that is ever the case then you can make a big deal about it. If you ever see a majority of the board huddling to speak in your absence that is totally a different thing.
How many board members are on your board? How many met in this get together? If you were not in the meeting, how can you know what was actually discussed or mentioned in the meeting?
I would say it is reasonable to say that the budget may have been mentioned or even that the topic was discussed in detail. No motions were made, and no action was taken. IMO it was just a conversation about what is yet to come up in the future budget meeting.
As Melissa stated every board member is also an owner in the community and very likely has friends on the board with them. As the board president for 12 of my 14+ years I have had hundreds of conversations with other members just getting a sense of their feeling on matters before it is placed on an agenda.
Try not to feel paranoid about this small talk. No votes were taken and if that is ever the case then you can make a big deal about it. If you ever see a majority of the board huddling to speak in your absence that is totally a different thing.
DouglasK1 (Florida)
Posts: 2,046
Posts: 2,046
Posted:
You don't say if your association is an HOA subject to Florida Statute 720 or condos under 718. Either way if a quorum of the board meets to "conduct association business", it needs to be done as a properly noticed open meeting. Some may argue that "conduct association business" only means voting on motions, my take is that a budget discussion or workshop should be considered a board meeting.
Here is an excerpt of FS 720, 718 has similar verbiage:
(2)āBOARD MEETINGS.ā
(a)āMembers 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.
(b)āMembers 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 associationās 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.
Here is an excerpt of FS 720, 718 has similar verbiage:
(2)āBOARD MEETINGS.ā
(a)āMembers 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.
(b)āMembers 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 associationās 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.
Escaped former treasurer and director of a self managed association.
MarkM19 (Texas)
Posts: 1,459
Posts: 1,459
Posted:
Charlotte,
Sorry I read your original post before my first cup of coffee. I just re read it and if a quorum was present, it should have been noticed to the community of which you are a part of and that was well in advance of the meeting. Did a notice go out?
Sorry I read your original post before my first cup of coffee. I just re read it and if a quorum was present, it should have been noticed to the community of which you are a part of and that was well in advance of the meeting. Did a notice go out?
TimB4 (Tennessee)
Posts: 21,061
Posts: 21,061
Posted:
What is considered a quorum for the board?
KerryL1 (California)
Posts: 14,550
Posts: 14,550
Posted:
Yes, from Douglas' citation, a quorum of the Board may not meet and discuss an item of business except at a duly-noticed meeting. And I agree with his subsequent reasoning.
Since they are a majority of the Board and Charlotte (IF she's a director) & 2 others are a minority, it'll be fairly easy for the majority to blindsid them at a subsequent open meeting with pre-fab arguments and rationale for their preferred budget.
Since they are a majority of the Board and Charlotte (IF she's a director) & 2 others are a minority, it'll be fairly easy for the majority to blindsid them at a subsequent open meeting with pre-fab arguments and rationale for their preferred budget.
KerryL1 (California)
Posts: 14,550
Posts: 14,550
Posted:
Yes, from Douglas' citation, a quorum of the Board may not meet and discuss an item of business except at a duly-noticed meeting. And I agree with his subsequent reasoning.
Since they are a majority of the Board, and Charlotte (IF she's a director) & 2 others are a minority, it'll be fairly easy for the majority to blindside them at a subsequent open meeting with pre-fab arguments and rationale for their preferred budget.
Since they are a majority of the Board, and Charlotte (IF she's a director) & 2 others are a minority, it'll be fairly easy for the majority to blindside them at a subsequent open meeting with pre-fab arguments and rationale for their preferred budget.
DeanJ
Posts: 1,786
Posts: 1,786
Posted:
Last I checked I can meet with who ever and when ever I want, canāt you?
JohnC46 (South Carolina)
Posts: 14,265
Posts: 14,265
Posted:
4 of 7 is a quorum and business can be done, That said, it could be construed as "Sneak Meeting".
DeanJ
Posts: 1,786
Posts: 1,786
Posted:
So ths majority met and didnāt invite the minority because they needed to be sneaky to pass a motion they have the votes to pass?
LoriM15 (Florida)
Posts: 1,009
Posts: 1,009
Posted:
Technically, it should have been a noticed meeting if a quorum of the directors met to discuss association business. Any votes taken at the meeting are not official. However, if all they did was discuss the budget or prepare for a budget meeting, what did it hurt? The biggest issue to me is not what they discussed but that it was an illegal meeting if notice wasnāt posted.
TerriS6 (California)
Posts: 3,284
Posts: 3,284
Posted:
And boards are mystified when members get mad.
JohnC46 (South Carolina)
Posts: 14,265
Posts: 14,265
Posted:
Four BOD Members out of a BOD of seven is a quorum and they could conduct business. That said, they must follow proper procedures to conduct a BOD Meeting such as advanced notice of said meeting.
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