Post by Admin on Feb 28, 2014 11:21:53 GMT -5
(2) BOARD MEETINGS.—
(a) 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 (2014). The provisions of this subsection sH all 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.
Editors Note: 2014 provided to accessibility if requested by member.
Editors Note: This might be difficult for the BOD to grasp because it means counting something. Up to 5. FIVE directors gathered within conversational hearing distance of each other are presumed to be a quorum at which business can be conducted. Even the appearance of a quorum--innocent or not--is ill-advised. FIVE golf carts identified as belonging to directors is a presumed meeting and if Members have not been given proper notice, that is a violation of the Open Meetings Law.
The only meeting which is exempt--no matter what creative name is dreamed up by or BOD--is one at which an attorney is present and which discusses proposed or pending litigation. The meeting STILL must be noticed to the MEMBERS--it STILL must have Minutes. The Minutes need not go into detail but must state the attorney present at the meeting and the general nature of the litigation.
(b) 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.
Editors Note: Note the phrase...with reference to all designated items." This is referring, of course, to the Agenda. The Catch-22 for members is that HOA's are not required to make or post an agenda therefore there is nothing to refer to and an easy way for a Board President to shout down Owners "It's not on the Agenda!".
Here is what attorney firm Becker & Poliakoff's Advisory Opinion says:
While this Opinion specifically refers to motions and their lawful order with regard to owner input, its broader meaning is that the Board should allow participation by members and may place reasonable parameters on this activity. Boards operating ethically, transparently and in the spirit of community will listen to Owner concerns regarding Association business-whether is on the agenda or not.
(c) The bylaws sH all provide for giving notice to parcel owners and members of all board meetings and, if they do not do so, sH all be deemed to provide the following:
1. Notices of all board meetings must be posted in a conspicuous place in the community at least 48 hours in advance of a meeting, except in an emergency. In the alternative, if notice is not posted in a conspicuous place in the community, notice of each board meeting must be mailed or delivered to each member at least 7 days before the meeting, except in an emergency. Notwithstanding this general notice requirement, for communities with more than 100 members, the bylaws may provide for a reasonable alternative to posting or mailing of notice for each board meeting, including publication of notice, provision of a schedule of board meetings, or the conspicuous posting and repeated broadcasting of the notice on a closed-circuit cable television system serving the homeowners’ association. However, if broadcast notice is used in lieu of a notice posted physically in the community, the notice must be broadcast at least four times every broadcast hour of each day that a posted notice is otherwise required. When broadcast notice is provided, the notice and agenda must be broadcast in a manner and for a sufficient continuous length of time so as to allow an average reader to observe the notice and read and comprehend the entire content of the notice and the agenda. The bylaws or amended bylaws may provide for giving notice by electronic transmission in a manner authorized by law for meetings of the board of directors, committee meetings requiring notice under this section, and annual and special meetings of the members; however, a member must consent in writing to receiving notice by electronic transmission.
Editors Note: This is a GENERAL Notice Requirement and does not fulfill the requirements of other more specific notices that must be provided to Members, for example, the Notice Requirement is extremely high and specific for discussing a proposed assessment or a proposed B u dget. This is also an example of when the Florida statutes "trump" SLohA docs. Whenever there is a qualifier in the statute, it will specify what law "trumps". If the law intends to first defer to the Association governing documents, it will preceed its language by saying e.g. "Unless otherwise stated in the governing documents" or "The bylaws sH all provide...and if they do not do so..." or some qualifying language along those lines. An example is the Meeting Quorum: our documents specify 50% of entire membership but Statutes say "unless a lower number is specified in the governing documents, a meeting quorum sH all be 30% of the membership"--in this instance, our docs are "trumped" by the Statute and our meeting quorum is 30% of the entire membership. This is also an example of a Procedural legislative changes which Associations are subject to, as opposed to a Substantive legislative changes which affects property rights and Members are not subject to unless previously agreed to in the documents.
2. An assessment may not be levied at a board meeting unless the notice of the meeting includes a statement that assessments will be considered and the nature of the assessments. Written notice of any meeting at which special assessments will be considered or at which amendments to rules regarding parcel use will be considered must be mailed, delivered, or electronically transmitted to the members and parcel owners and posted conspicuously on the property or broadcast on closed-circuit cable television not less than 14 days before the meeting.
3. Directors may not vote by proxy or by secret ballot at board meetings, except that secret ballots may be used in the election of officers. This subsection also applies 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 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.
(d) If 20 percent of the total voting interests petition the board to address an item of business, the board sH all at its next regular board meeting or at a special meeting of the board, but not later than 60 days after the receipt of the petition, take the petitioned item up on an agenda. The board sH all give all members notice of the meeting at which the petitioned item sH all be addressed in accordance with the 14-day notice requirement pursuant to subparagraph (c)2. Each member sH all have the right to speak for at least 3 minutes on each matter placed on the agenda by petition, provided that the member signs the sign-up sheet, if one is provided, or submits a written request to speak prior to the meeting. Other than addressing the petitioned item at the meeting, the board is not obligated to take any other action requested by the petition.
(3) MINUTES.—Minutes of all meetings of the members of an association and of the board of directors of an association must be maintained in written form or in another form that can be converted into written form within a reasonable time. A vote or abstention from voting on each matter voted upon for each director present at a board meeting must be recorded in the minutes.
Editors Note: The votes of the individuals must recorded and accounted to the individuals. You cannot just say "7 votes FOR and 2 votes AGAINST" as the case was with the vote to try to ratify the budget a second time. This is one reason why this Forum is maintaining "parallel minutes"; because the BOD is not documenting SLohA business completely and accurately.
Disclaimer: I am not an attorney and the interpretations above are my opinion and offered for informational purposes only. These interpretations should not be relied upon if you are contemplating legal action. Consult an attorney for legal advice.
(a) 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 (2014). The provisions of this subsection sH all 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.
Editors Note: 2014 provided to accessibility if requested by member.
Editors Note: This might be difficult for the BOD to grasp because it means counting something. Up to 5. FIVE directors gathered within conversational hearing distance of each other are presumed to be a quorum at which business can be conducted. Even the appearance of a quorum--innocent or not--is ill-advised. FIVE golf carts identified as belonging to directors is a presumed meeting and if Members have not been given proper notice, that is a violation of the Open Meetings Law.
The only meeting which is exempt--no matter what creative name is dreamed up by or BOD--is one at which an attorney is present and which discusses proposed or pending litigation. The meeting STILL must be noticed to the MEMBERS--it STILL must have Minutes. The Minutes need not go into detail but must state the attorney present at the meeting and the general nature of the litigation.
(b) 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.
Editors Note: Note the phrase...with reference to all designated items." This is referring, of course, to the Agenda. The Catch-22 for members is that HOA's are not required to make or post an agenda therefore there is nothing to refer to and an easy way for a Board President to shout down Owners "It's not on the Agenda!".
Here is what attorney firm Becker & Poliakoff's Advisory Opinion says:
In both the HOA and condominium context, this does not mean that every unit owner is entitled to debate motions, but it does mean that the owners are entitled to be heard regarding matters the board intends to consider at the meeting. Therefore, unit owner statements should be taken either at the beginning of the meeting, or at a set time in connection with a specific agenda item. Allowing owners to speak after the board has voted does not fulfill the requirement allowing participation by members.
(c) The bylaws sH all provide for giving notice to parcel owners and members of all board meetings and, if they do not do so, sH all be deemed to provide the following:
1. Notices of all board meetings must be posted in a conspicuous place in the community at least 48 hours in advance of a meeting, except in an emergency. In the alternative, if notice is not posted in a conspicuous place in the community, notice of each board meeting must be mailed or delivered to each member at least 7 days before the meeting, except in an emergency. Notwithstanding this general notice requirement, for communities with more than 100 members, the bylaws may provide for a reasonable alternative to posting or mailing of notice for each board meeting, including publication of notice, provision of a schedule of board meetings, or the conspicuous posting and repeated broadcasting of the notice on a closed-circuit cable television system serving the homeowners’ association. However, if broadcast notice is used in lieu of a notice posted physically in the community, the notice must be broadcast at least four times every broadcast hour of each day that a posted notice is otherwise required. When broadcast notice is provided, the notice and agenda must be broadcast in a manner and for a sufficient continuous length of time so as to allow an average reader to observe the notice and read and comprehend the entire content of the notice and the agenda. The bylaws or amended bylaws may provide for giving notice by electronic transmission in a manner authorized by law for meetings of the board of directors, committee meetings requiring notice under this section, and annual and special meetings of the members; however, a member must consent in writing to receiving notice by electronic transmission.
Editors Note: This is a GENERAL Notice Requirement and does not fulfill the requirements of other more specific notices that must be provided to Members, for example, the Notice Requirement is extremely high and specific for discussing a proposed assessment or a proposed B u dget. This is also an example of when the Florida statutes "trump" SLohA docs. Whenever there is a qualifier in the statute, it will specify what law "trumps". If the law intends to first defer to the Association governing documents, it will preceed its language by saying e.g. "Unless otherwise stated in the governing documents" or "The bylaws sH all provide...and if they do not do so..." or some qualifying language along those lines. An example is the Meeting Quorum: our documents specify 50% of entire membership but Statutes say "unless a lower number is specified in the governing documents, a meeting quorum sH all be 30% of the membership"--in this instance, our docs are "trumped" by the Statute and our meeting quorum is 30% of the entire membership. This is also an example of a Procedural legislative changes which Associations are subject to, as opposed to a Substantive legislative changes which affects property rights and Members are not subject to unless previously agreed to in the documents.
2. An assessment may not be levied at a board meeting unless the notice of the meeting includes a statement that assessments will be considered and the nature of the assessments. Written notice of any meeting at which special assessments will be considered or at which amendments to rules regarding parcel use will be considered must be mailed, delivered, or electronically transmitted to the members and parcel owners and posted conspicuously on the property or broadcast on closed-circuit cable television not less than 14 days before the meeting.
3. Directors may not vote by proxy or by secret ballot at board meetings, except that secret ballots may be used in the election of officers. This subsection also applies 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 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.
(d) If 20 percent of the total voting interests petition the board to address an item of business, the board sH all at its next regular board meeting or at a special meeting of the board, but not later than 60 days after the receipt of the petition, take the petitioned item up on an agenda. The board sH all give all members notice of the meeting at which the petitioned item sH all be addressed in accordance with the 14-day notice requirement pursuant to subparagraph (c)2. Each member sH all have the right to speak for at least 3 minutes on each matter placed on the agenda by petition, provided that the member signs the sign-up sheet, if one is provided, or submits a written request to speak prior to the meeting. Other than addressing the petitioned item at the meeting, the board is not obligated to take any other action requested by the petition.
(3) MINUTES.—Minutes of all meetings of the members of an association and of the board of directors of an association must be maintained in written form or in another form that can be converted into written form within a reasonable time. A vote or abstention from voting on each matter voted upon for each director present at a board meeting must be recorded in the minutes.
Editors Note: The votes of the individuals must recorded and accounted to the individuals. You cannot just say "7 votes FOR and 2 votes AGAINST" as the case was with the vote to try to ratify the budget a second time. This is one reason why this Forum is maintaining "parallel minutes"; because the BOD is not documenting SLohA business completely and accurately.
Disclaimer: I am not an attorney and the interpretations above are my opinion and offered for informational purposes only. These interpretations should not be relied upon if you are contemplating legal action. Consult an attorney for legal advice.