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Subject: Special meeting called by President but.....
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MarkS39
(Florida)

Posts:6


04/18/2021 4:16 AM  
We’re located in Florida. A special meeting has been called by our President at the request of a director. The meeting is to discuss the lack of transparency directly related to behavior involving our Secretary & President. According to written notice from our president, our HOA attorney will be ‘mediating’ the meeting, members (residents) are not permitted to attend, & the meeting will not be recorded (no minutes available upon completion).
We are 13 days out from this meeting. No notice of this meeting has been mailed out or provided to the residents as of yet.
I am a director on this board & so many questions are going through my head. Your input is appreciated

CathyA3
(Ohio)

Posts:2607


04/18/2021 5:09 AM  
Keeping in mind that I'm not in Florida and not up on all of the laws, and without knowing exactly what "lack of transparency" looks like in this case (or if this is nothing more than a personal spat)...

Executive session seems like the right place to try to mediate this, at least for now to see if the issues can be resolved. It feels like an employment issue to me. I think that minutes should be kept, though.

I can also see that if the issue is not resolved, it could create larger problems for the HOA that homeowners should know about - if for no other reason than to elect different directors without all the drama. So depending on what comes out of this, I could see moving further actions into open session.

Further details could cause me to change my answer, though.
CathyA3
(Ohio)

Posts:2607


04/18/2021 5:17 AM  
Forgot to add: if this really is a lack of transparency issue and not a personal spat dressed up in fancy language, then all directors are entitled to see all association records. If, for example, the Treasurer doesn't share all of the monthly financial reports, the Treasurer would be out of line.

Since the President called the meeting, I'll go out on a limb and speculate that he/she is the aggrieved party. If the Secretary is doing some empire building on the side that isn't being shared with the rest of the board, that could be a problem.
AugustinD


Posts:1937


04/18/2021 5:56 AM  
Posted By MarkS39 on 04/18/2021 4:16 AM
We’re located in Florida. A special meeting has been called by our President at the request of a director. The meeting is to discuss the lack of transparency directly related to behavior involving our Secretary & President. According to written notice from our president, our HOA attorney will be ‘mediating’ the meeting, members (residents) are not permitted to attend, & the meeting will not be recorded (no minutes available upon completion).
We are 13 days out from this meeting. No notice of this meeting has been mailed out or provided to the residents as of yet.
I am a director on this board & so many questions are going through my head. Your input is appreciated
-- If this meeting involved instead behavior by a non-director, non-officer HOA member, then I think it also should be held in Executive Session. If you are objecting to an executive session to address some sort of "objectionable" behavior by the Secretary and President, then I think you are probably mistaken to do so, at least at this point.

-- Is this a condo or non-condo? Is your condo/HOA governed by FS 718 or FS 720?

-- If FS 720, then from FS 720: "Meetings of the board must be open to all members, except for meetings between the board and its attorney with respect to proposed or pending litigation where the contents of the discussion would otherwise be governed by the attorney-client privilege." I think this may be another reason the meeting should be held in executive session.

-- The attorney's "mediating" the meeting is really not appropriate, for a few legal reasons. Most importantly, the attorney works for the Board. The attorney of course can and should advise, but he or she should not supplant the Board's responsibilities when it comes to decision-making. Still, I might not sweat this. It just depends on what the attorney and other directors are up to.

-- To get the most out of this site, I think you'd have to list your specific concerns.
BenA2
(Texas)

Posts:1114


04/18/2021 6:08 AM  
At first glance, it seems ironic that they are having a closed meeting on transparency but that does not mean it is improper. Is it actually a meeting under Florida law? If it is a meeting, does it qualify for an executive session? I don't know the answer. In my opinion, all meetings should be open unless you have a good and valid reason to make them private. You are certainly right to question it. I would be asking the president why it's closed and ask if the attorney was consulted on the issue.

It sounds to me like the purpose may be for the attorney to clarify when you are legally required to be transparent. If that is the purpose, there is no real harm done by not inviting the owners and I'm sure the attorney will set the board straight for next time.
AugustinD


Posts:1937


04/18/2021 6:12 AM  
Regarding Minutes: On the one hand, and per FS 720 and FS 718, all board meetings are supposed to have Minutes. However, the gold standard for Minutes is that they are only supposed to record actions (made by motions that are voted on) and the vote. I suspect this meeting is for information purposes. While Minutes are technically required, if there's no expectation of any motions that derive legal authority from the Florida statutes or the condo/HOA's governing documents, then I would not sweat the Minutes. If no motions are appropriate or are made, the Minutes would say something like, "Board quorum present with meeting started at 10:30 AM. No motions made. Meeting adjourned by unanimous vote at 11 AM."

If at any point the Board finds, say, that it has to take some kind of official action, like removing the President, then I think the OP should ask that Minutes recording the vote be kept.
MarkM19
(Texas)

Posts:844


04/18/2021 7:16 AM  
Mark,
There a four things that are to be discussed in Executive session. It is early and I am struggling to remember all 4 now but one if them is definitely Personal Matters.

1) Personnel Matters
2) Contracts
3) Violations
4) Legal Matters

These items are held in confidence by the board and should not be discussed outside of the Executive session.
KerryL1
(California)

Posts:8734


04/18/2021 12:11 PM  
Part of the confusion may be the misuse of the term "special meeting," MarkS. Take look at your Bylaws and you'll probably see special meeting of the board and special meeting of members. This is neither and sound like an ordinary executive session to discuss matters in private with the HOA attorney.

I know options to hold executive sessions are very limited in FL, but I think the attorney being involved is a qualifier, and I'd hope s/he knows the law on this topic.

I do not know what FL or your Bylaw's notice requirements are for executive session. (In CA, it's only 2 days.)

As Augustine points out, minutes should still be written even if very brief.
JohnC46
(South Carolina)

Posts:11667


04/18/2021 12:16 PM  
Mark

If the attorney is attending we might assume s/he has given their blessing as in it is OK. It might be considered an Executive Session especially as the attorney is there. What problems do you have with doing such?
NpS
(Pennsylvania)

Posts:4216


04/18/2021 3:32 PM  
Posted By MarkS39 on 04/18/2021 4:16 AM
... called by our President at the request of a director. The meeting is to discuss the lack of transparency directly related to behavior involving our Secretary & President.



Hi Mark -

I'm a bit confused. Was it a 3rd director that requested the meeting? Or was it the Secretary?

Thanks.

Sikubali jukumu. Read all posts at your own risk.
MarkS39
(Florida)

Posts:6


04/19/2021 3:11 AM  
A special meeting was originally requested by the same director a few weeks ago. That meeting was declined by our president. The director then forwarded documentation to the Board and attorney about missing or ‘hidden’ correspondence and emails. At that time our Attorney asked to mediate a meeting. Our President then agreed and called for the special meeting. After inspecting the Director’s complaint, it is my understanding that the Secretary & President have kept association business from this Director. Some of this business includes homeowner complaints about the President himself, & other homeowner correspondence regarding neighborhood issues like drainage & canal dredging. I definitely see where this director is coming from. I personally believe we are not aligned in our priorities as a Board, & a few board members are trying to control way too much. I have seen a few things already myself since being elected to this BOD. Transparency is important for all specially our residents. They should be aware of what’s going on in their neighborhood
NpS
(Pennsylvania)

Posts:4216


04/19/2021 8:54 AM  
Based on what you described, I applaud your HOA attorney for stepping in to address what he or she obviously sees as a failure of responsibility on the part of your President and Secretary.

If you as a director are not fully informed, then it's impossible for you to make an informed decision.

I suggest going to the meeting, asking the lawyer whatever questions you have about a Director's responsibility to disclose, finding out where the dividing lines are between private issues and Board issues, and taking good notes on what the lawyer says.

You need these notes so that, when the Board meets without the lawyer present at some future time, you can remind the others of what the lawyer said.

Maybe they don't want you to take notes on the particular things that were not previously disclosed. In your shoes, I would agree to that. But I would not agree to listening to the lawyer explain the responsibilities of Directors to each other and not take notes on those explanations.

Not everyone is going to remember what the lawyer said the same way. And when that comes up in conversation down the road, you should be able to rely on your notes from the meeting.

Sikubali jukumu. Read all posts at your own risk.
NpS
(Pennsylvania)

Posts:4216


04/19/2021 9:00 AM  
One more thought.

All Board members are fiduciaries. As fiduciaries, disclosure of information outside a limited circle is prohibited.

I'm a bit troubled that you, as a fiduciary, are being asked not to take notes. You already should already know what your non-disclosure responsibilities are.

At the meeting, ask the lawyer to explain this disconnect.

Sikubali jukumu. Read all posts at your own risk.
MarkS39
(Florida)

Posts:6


04/30/2021 4:10 AM  
This forum is a wonderful resource. Thank you for all your responses. The ‘special meeting’ is coming up next week & I wanted to follow up with you guys and gals. Come to find out that emails and association business has been ‘kept’ from this Director. He has since mailed out a certified special records request to the Board. Going through some of the group emails he’s requested I’m noticing his address not included in some business correspondence (from my end). He is a very likable person and many residents in our neighborhood get along with him. This does seem quite odd, and possibly inappropriate, as group emails usually stay together unless the names/addresses are input independently.
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