Q: I understand that if the board of directors posts notice for a meeting, and a majority of board members are there, that is a board meeting. However, what if a board just holds a workshop to discuss certain items and to get input, but no vote is taken. What is that, and is that permitted? (R.P., via e-mail)
A: A board “meeting” is generally defined as any “gathering” of a “quorum” of the board members gathered to “conduct association business.” Breaking this down into its basic components, a gathering is any physical or virtual assembly, or combination thereof. Board members may participate in board meetings in person, by telephone with speaker phone at meeting site, or by remote video means.
A “quorum” of the board is almost always described in the association’s bylaws as a majority of the directors. Therefore, four members of a seven-member board would constitute a quorum and three members would not.
There is no requirement that votes be taken for “association business” to be “conducted.” Generally, issue discussion, input exchange, and strategic or long-term planning regarding association matters all constitute as “conducting business.”
So, a “workshop” is a “board meeting” if a quorum of the board will be present in person, remotely, or a combination thereof. Generally, notice of meetings must be posted on the property at least 48 hours in advance. All owners have the right to attend and speak regarding the agenda for the meeting.
The law does allow closed meetings for certain legal and personnel matters, but otherwise all board meetings, including workshops, are open to owner attendance.
Q: I understand that the law says that owners must be allowed to speak at board meetings. Is there any guidance on when members are permitted to speak? My HOA always puts owner comments as the last item on the agenda before adjournment. It seems to me that we should be allowed to voice our opinion before the board votes. (T.C., via e-mail)
A: I agree with you, although whether it is a legal rule is another question.
Florida’s condominium, cooperative and homeowners’ association laws all state that members have the right to attend meetings of the board, and the right to speak on designated items. The statutes also say that boards can adopt reasonable rules regarding the right of members to speak and can regulate the frequency, duration, and other manner of member statements. Board rules can also include a sign-up sheet requirement for members wishing to speak.
The purpose of board rules regarding owner comments should be to allow all points of view to be expressed, without squelching opposing points of view nor allowing minority opinions to filibuster. Most board rules set a time limit that each owner gets for each agenda item, three minutes is the most common standard and the legally permissible minimum under the HOA statute.
In my opinion, having members express their opinions about a voting item on the agenda after the board has already voted on negates the reason owners are allowed to attend and speak, though it may not be a technical violation of the statute (the appellate courts have never addressed this issue).
I think that the way citizen comments are taken with most municipal boards is the best way to proceed. When an agenda item is brought up, owner comments are heard. There is no “right or wrong” way to do this, some associations just allow owners to speak before the board takes up the matter. Others have the meeting chair or manager make a brief presentation of the issue, then allow owner comments, then take it to the board.
Others present the item, allow board discussion and debate, open the floor to owner comments, and then close the floor to owner comment and return to the board for final discussion and vote. In my opinion, this is the best approach, since many owner questions may be answered if they can hear the presentations and discussion. Further, owner comments may bring up issues the board had not thought of when it is time to take the final vote.
Joseph E. Adams is a Board Certified Specialist in Condominium and Planned Development Law, and an Office Managing Shareholder with Becker & Poliakoff. Please send your community association legal questions to jadams@beckerlawyers.com. Past editions of the Q&A may be viewed at floridacondohoalawblog.com.