“Unit Owners Have the Right to Attend Board Meetings” – News-Press
Q: Can you please explain what a board meeting is? We have a seven-member board at my condominium association. I recently learned that three of the directors routinely meet in private to discuss association business. These meetings are not noticed, and members have not been permitted to attend. This seems to be a violation of the statute. (G.X., via e-mail)
A: Chapter 718, the Florida Condominium Act (the “Act”), addresses when board meetings must be opened and noticed to the membership. Specifically, Section 718.112(2)(c) of the Act provides, in relevant part that “[M]eetings of the board of administration at which a quorum of the members is present are open to all unit owners.” Accordingly, whenever a quorum of the board is together, either in person or in attendance by remote means, such as teleconference or video conference, such meetings must be properly noticed, typically forty-eight hours’ notice posted, and open to all members. If your association has a seven-member board, a quorum of the board would be four members. Therefore, if three members of the board, which are less than a quorum, are meeting, even if they are discussing association business, this is not a board meeting. As such, because it would not be a board meeting, the members would not be entitled to notice and would not be entitled to attend. Further, because it is not a board meeting, as three members do not represent a quorum, no decisions or actions could be taken at such a gathering.
With regard to actual board meetings, where a quorum of the board is present, such meetings should be properly noticed and would be open to all members. The statute provides that a residential condominium of more than ten units must have at least one board meeting each quarter and at least four times each year the meeting must be given the opportunity for the members to ask questions of the board.
Further, the right to attend board meetings also includes the right to speak at such meetings with regard to all designated agenda items and includes the right to ask questions related to “reports on the status of construction or repair projects, the status of revenue and expenditures during the current fiscal year, and other issues affecting the condominium.” Additionally, members have the right to audio or video recordings of meetings subject to reasonable rules adopted by the board.
While members have specific and broad rights concerning attending and participating at properly conducted board meetings, if less than a quorum of the board is present, even if they are discussing association business, it is not a board meeting and not subject to the rules regarding board meetings.
Further, with respect to homeowners’ associations governed by Chapter 720, Florida Statutes, similar rules apply concerning what are considered board meetings, when board meetings must be properly noticed and what rights members have with respect to attending board meetings and speaking on designated agenda items. However, Chapter 720 does not address a minimum number of board meetings which must be held or provides a specific right of owners to ask questions at board meetings.
There are exceptions to the general rule that members have the right to attend board meetings. Meetings of the board with the association’s attorney to discuss proposed or pending litigation can be closed to the members. Additionally, meetings by the board to discuss personnel matters may also be closed to the members. If the association has questions regarding properly holding closed meetings, it should discuss the matter with its legal services provider.
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.
