What's Constitutes A Board Meeting?

Board meetings are a big source of complaints when it comes to HOAs and condo associations.  Fla. Stat. 718.111 governs BOD meetings of condo associations or COAs and Fla. Stat. 720.303(2) governs meetings of HOAs or homeowner associations.

There must be a quorum (majority) of the BOD present in person (or by telephone conference as long as the attendees can hear the member appearing by phone or Skype) in order to have a board meeting and to conduct board business.  Secret voting and proxies are not allowed for board members to vote or attend.  If there is not a quorum present, then the BOD cannot conduct business and any actions would be null and void.  It would also be a breach of fiduciary duty to conduct a meeting without a quorum.

You are entitled to record all board meetings and the board cannot prohibit this.  They also cannot ask why you are recording.  If a board meeting is being conducted in violation of the statutes, you should record the meeting and object to the meeting being conducted.

Do Members Get to Speak At Meetings?

One of the most misunderstood statutes governing community associations (homeowner and condo) is the statute giving owners the right to speak at board meetings or members’ meetings.

Members, under Fla. Stat. 720.303 (homeowner associations) and Fla. Stat. 718.112(2)(c) (condo associations) have a right to speak at meetings on any agenda item. The association has the right; however, to adopt “reasonable” rules regarding frequency, duration and manner. There’s that term again – reasonable. I equate reasonable to requiring costly litigation to define the term.

Industry practice has been to allow owners to speak for up to three minutes at the end of a meeting, which was how the statutes read. This is counter-intuitive because the agenda items have been discussed and voted upon by the board. It negates any impact the speaker has in voicing their opinion. The statutes have been changed to be more flexible, but the associations have not.

Playing devil’s advocate, I can understand the need to conduct business this way. Every association has at least one member who could be a filibuster in the Florida Legislature. They will challenge every topic and monopolize the meeting. This means meetings last hours and other owners quit attending.

I urge the associations to adopt rules regarding the owners’ right to speak at meetings and adopt something reasonable. Here’s an idea – any topic that requires the board to vote should allow the owners to speak for three minutes, speak only once on that topic, and the speaker will be timed.