Get 1 year of free community web site hosting from Community123.com!
Wednesday, April 08, 2020











HOATalk is a free service of Community123.com:

Get 1 free year community website and email newsletter hosting from Community123.com!
Only members have access to all features.
Click here to join HOATalk for Free! Members click here to login and access all features.
Subject: signing a Confidentiality agreement
Prev Next
Please login to post a reply (click Member Login on the menu).
Author Messages
MarilynN1
(Michigan)

Posts:26


03/19/2020 6:10 PM  
Just came from a monthly Board meeting here in Florida and 3 new Board members are in disagreement with the other 4 Board members on signing this agreement. They feel if they disagree at a closed meeting with the other Board members they should be able to go back and let their homeowners know why they disagreed. The other 4 Board members felt that there were somethings that are too personal for the entire community of 365 to know. They are all in complete agreement to always be transparent when it comes all aspects of running our community but don't want to be forced to sign this. What do you think?
GeorgeS21
(Florida)

Posts:2338


03/19/2020 6:29 PM  
I think I would never sign a confidentiality agreement as an HOA/POA/COA Board member.
PaulJ6
(New York)

Posts:753


03/19/2020 6:59 PM  
Board members of any corporation usually don’t sign confidentiality agreements. They are already legally obligated to comply with fiduciary duties, which would include keeping secrets secret.
AugustinD


Posts:2948


03/19/2020 7:09 PM  
Posted By MarilynN1 on 03/19/2020 6:10 PM
JThey feel if they disagree at a closed meeting
Is this a condominium? Do the Bylaws require open meetings, where members may attend? Why was the meeting closed?
KerryL1
(California)

Posts:7052


03/19/2020 7:13 PM  
Our board members do sigh an Ethics Agreement and one item is to keep confidential executive session matters confidential.

Now if your Board isn't following FL statutes about the very few things that CAN be d confidential, they might be objecting?
GenoS
(Florida)

Posts:3685


03/20/2020 3:12 AM  
Posted By MarilynN1 on 03/19/2020 6:10 PM
Just came from a monthly Board meeting here in Florida and 3 new Board members are in disagreement with the other 4 Board members on signing this agreement. They feel if they disagree at a closed meeting with the other Board members they should be able to go back and let their homeowners know why they disagreed. The other 4 Board members felt that there were somethings that are too personal for the entire community of 365 to know. They are all in complete agreement to always be transparent when it comes all aspects of running our community but don't want to be forced to sign this. What do you think?

What was the "closed meeting" all about? They're only legal in Florida under very limited circumstances. "Too personal to know" is not something recognized by the Florida Statutes when it comes to keeping things secret. Unless the governing documents authorize the board to execute confidentiality agreements, I think one can't be made to sign such a thing and that there should be no "punishment", retaliation, or recriminations for refusing to do so.
SueW6
(Michigan)

Posts:655


03/20/2020 5:50 AM  
Nope - by LAW, boards entering into closed session are bound to confidentiality. There are clear and concise reasons for boards to enter into executive session; no motions are made there; motions must be made in open board session.

After that, anything in regular board meeting business can be discussed.
MarkW18
(Florida)

Posts:748


03/20/2020 5:52 AM  
IF, there is a LAW, then why not just enforce the LAW? Why would you have to sign a Confidentiality Agreement?
SheliaH
(Indiana)

Posts:3063


03/20/2020 9:18 AM  
What Kerry said. Executive sessions are to be confidential anyway, so there's no need for a confidentiality agreement.

It may be these board members need to be reminded what executive sessions are for - usually to discuss sensitive issues like homeowner delinquencies, lawsuits against the association, or board member discipline (such as disclosing executive session conversations to unauthorized persons).

I appreciate your board members wanting to be transparent (compared to a lot of the other stuff I read about on this website!). This is one reason why executive sessions should be RARE. Perhaps your association attorney can send a note reminding everyone what executive sessions are, the type of issues that are usually discussed therein and why those issues should be kept confidential. To make sure everyone understands what's at stake, put together a policy on executive sessions based on that and pass a formal resolution adopting it. That can be placed in the minutes at regular board meetings, which should be available to homeowners.
BenA2
(Texas)

Posts:629


03/20/2020 12:54 PM  
If the members are bound by law or the CC&Rs to keep certain information confidential then there is no need for an agreement. Otherwise, I don't think members should be asked to keep quiet. The board member's duty is to the owners not the board.
KerryL1
(California)

Posts:7052


03/20/2020 3:52 PM  
Maybe motions and votes cannot be made in executive session in Sue's state, but they can be in CA and per my HOA's bylaws.

They feel if they disagree at a closed meeting with the other Board members they should be able to go back and let their homeowners know why they disagreed.

Marilyn Wrote: Re: executive session, the three new directors, " feel if they disagree at a closed meeting with the other Board members they should be able to go back and let their homeowners know why they disagreed." Well, they are wrong. FL statutes spell out what must be confidential and those 3 directors must bide by the law.

A note from your HOA attorney, as Sheila suggests, specifying exactly what must be kept confidential could help a lot!

Please login to post a reply (click Member Login on the menu).
Forums > Homeowner Association > HOA Discussions > signing a Confidentiality agreement



Get 1 year of free community web site hosting from Community123.com!

Only members have access to all features.
Click here to join HOATalk for Free! Members click here to login and access all features.







General Legal Notice:  The content of forum messages are from the posting member and have not been reviewed nor endorsed by HOATalk.com.  Messages posted by HOATalk or other members are for informational purposes only, are not legal or professional advice and do not constitute an attorney-client relationship.  Readers should not act upon this information without seeking professional counsel.  HOATalk is not a licensed attorney, CPA, tax advisor, financial advisor or any other licensed professional.  HOATalk accepts ads from sponsors but does not verify sponsor qualifications nor endorse/guarantee any sponsor's product or service.
Legal Notice For Messages Posted by Sponsoring Attorneys: This message has been prepared by the sponsoring attorney for informational purposes only and does not constitute legal advice. This information is not intended to create, and receipt of it does not constitute an attorney-client relationship. Readers of HOATalk.com should not act on this information without seeking professional counsel. Please do not send any sponsoring attorney confidential information unless you speak with the sponsoring attorney or an attorney from the sponsoring attorney’s firm and get authorization to send that information to them. If you wish to initiate possible representation, please contact an attorney in the firm of the sponsoring attorney. Sponsoring attorneys that post messages here are licensed to practice law in a specific state or states as indicated in their message signature or sponsor’s profile page. (NOTE: A ‘sponsoring attorney’ is an attorney that is a HOATalk.com official sponsor and is identified as such in the posted message or on our sponsor page.)

Copyright HOA Talk.com, A Service of Community123 LLC ( Homeowners Association Discussions )   Terms Of Use  Privacy Statement