Q: The board of directors for my condominium association has an ongoing dispute over which board members can put items on the agenda of a board meeting. Can individual board members put items on the agenda of a board meeting? (J.N, via e-mail)
A: The Florida Condominium Act does not address how the agenda of a board meeting is set. Likewise, the Florida Not For Profit Corporation Act, does not contain any guidance.
Under Robert’s Rules of Order, the approval of the agenda for a meeting is one of the first items of business for a meeting. However, this cannot be done in the condominium context because the law also requires that the agenda for them meeting be posted on the property at least 48 hours before the meeting.
Ideally, the manner in which items can be added to board meeting agendas would be addressed in the association’s bylaws, although most do not do so. When I write bylaws for clients, I suggest that a “majority of the board minus one” can require items to be added to the agenda for board meetings. For example, if there were 5 directors, 2 of them could require an item to be placed on the agenda. The theory is to give minority positions or issues an opportunity to be heard, but also not let one director or a small group waste time on items or issues that have no support.
In associations that function smoothly, even where the bylaws do not specify agenda development process, there is usually an agreed protocol for having items added to the agenda, such as a director or set number of directors making a written request to the meeting chair/president, or the manager, a certain number of days in advance of the board meeting.
In associations that have no bylaw guidance, and which are not functioning smoothly on this issue, it is somewhat of a “wild west” issue. Since the president of the corporation has the general authority to call board meetings under the statutes, I believe the president always has the authority to require agenda items he or she wants on the agenda to be on the agenda. As to other directors, since the statutes allow a majority of the board members to call special meetings of the board, I think that is the default position the law would apply if the matter were resolved in a legal setting.
I would also note that the Condominium Act also allows 20% of the voting interests to petition the board to address an issue. The board, within 60 days after receipt of the petition, shall place the item on the agenda at its next regular board meeting or at a special meeting called for that purpose.
The Florida Homeowners’ Association Act, Chapter 720, Florida Statutes, contains a similar provision requiring the association to place an item on the agenda of a board meeting if a petition signed by 20% of the voting interests is received by the association. Interestingly, this statute does not require that an agenda be posted in advance of the meeting, only that notice be posted. The law does require that owners be allowed to speak at least 3 minutes as to every item that is on the agenda for the board meeting, regardless of how the agenda was developed or whether it was posted. Therefore, unlike the condominium situation, HOA boards have a little more latitude in developing meeting agendas and assuming the bylaws incorporate Robert’s Rules, provide another means for directors to create meeting agendas.
Joe Adams is an attorney with Becker & Poliakoff, P.A., Fort Myers. Send questions to Joe Adams by e-mail to jadams@beckerlawyers.com. Past editions may be viewed at floridacondohoalawblog.com.