Quorum Question (FL)

Hey Everyone,

Question regarding a quorum in Florida. The board in the community is 5 members. Frequently, as in multiple times per week, 2 members plus the husband of a 3rd board member (husband is not on the board) meet and walk the property clearly discussing HOA business, today was paving the drives. Is this a violation of a quorum or just an easily exploited loophole?

Thanks for your help!

"this" refers to the walk-around with two directors and a non-director present.

Assuming 3 is a quorum on your Board, Jared, there most likely is no violation of the open meeting law. Do the two then place what they learn on their walks on an agenda for the Board to discuss and maybe talk action (vote) on? If so, all owner and all board members benefit from their walks.

Since it's just two directors, they wouldn't have a majority vote on their preferred topics. Since it's just two, they certainly may not make any decisions behind the back of ownres or the rest of the Board.

What 's your concern here, Jared?

There have been several questions like this lately - board members don't stop being homeowners when they become board members, so what's wrong with, say, two people, having a general discussion? If you have a five-member board, three is the quorum, so technically, this isn't a meeting and so they can think whatever they like, but nothing happens unless and until the entire board takes a vote.

On the other hand, I'd have to consider what happened next. In this case, do the board members talk to their colleagues about what they discussed while they took a walk, had drinks, or sat around the community pool, as in "Brad and I were discussing X last week, and we think the board should consider doing Y. Here's how our thinking goes - what do y'all think?"

There's also the matter of the third board member's husband - how much detail does the wife tell her husband about the association business before or after his walkabout with her colleagues? Is he getting information he's not entitled to or are the two board members just bouncing ideas off him and then bringing them to board meetings? What's the difference between that and board member #1 running into a neighbor (like you) and you say "hey, I'm concerned about X" and the board member attends the next meeting and says "I spoke to JaredS last week and he said blah, blah blah", thus prompting more discussion among the board and perhaps a motion to do something?

Have you talked to one or both of these board members about your concerns? Did you walk up to them, say hello, and walk with them to hear what's being said? If they said something out of pocket, such as discussing specific CCR violations at 123 Main street or Mr. Moneybags' delinquent account (both are privacy issues), what did you say and how did they react to that? If you heard a discussion about private information, that needs to be bought to the attention of the entire board. Since this can get a little dicey, it may be better to discuss your concerns in general terms about protecting homeowner privacy and ensuring board decisions are made in the appropriate setting. You don't say if these board members saw you on their walkabout, but there's a way to express your concern without naming names and they will know who you're talking about. They might also choose a different time to walk or go down another street, but you will have put them on notice.

Since delinquent accounts came up: why are y'all keeping these folks on the board? Some communities' governing docs state that delinquent owners are not allowed to serve on the board. Even if it were allowed in your community, that's a legitimate reason for people not to vote for them since board members serve at the pleasure of the homeowners who can remove them with or without cause.

I think your beef is with the membership since they are apparently OK with having these folks on the board. You may want to consider sounding out your neighbors to see if they have similar concerns and if they'd be up for trying to replace the bad actors with people who could do a better job. (Unfortunately, a lot of bad board members stay in office because the membership prefers putting up with their nonsense rather than volunteering to serve themselves. That's a tough problem to solve.)

As far as the quorum goes, this was only 2 board members. So no business could be conducted, it wasn't an official meeting, and individual owners walking around looking for maintenance items or violations is perfectly OK.

I am on an HOA board in Florida. I got out on property or meet with our treasurer and the PM in the office frequently to look at issues around the community. This is not a quorum and we are not violating any rules. We do not make any decisions, but may ask the PM to get a bid for something or decide whether or not we need to take some kind of action.

You may have a rotten board. But as long as they aren't making decisions or spending money without a vote of the whole board they are not doing anything wrong. They can even discuss things by email with the whole board as long as the final vote is done at a properly noticed board meeting and the item is on the meeting agenda.