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Subject: Board members attending committee meetings
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CharlesG5
(Florida)

Posts:60


09/23/2021 2:44 PM  
Live in Florida and the Florida Statute 720 states that all homeowners may attend all meeting -------
Can board members attend committee meetings as homeowners?? We have a board of nine and if more than four attend the committee meeting the homeowner are stateing that only four can attend. The Statute is silent on this issue. Our attorney said they can not attend but can attend social funitions and homeowners cocktail parties. Is the attorney correct.
SheliaH
(Indiana)

Posts:4220


09/23/2021 3:51 PM  
I don't see any reason why they can't - As you say, they ARE homeowners. I don't expect state law to address every HOA issue and neither will your documents. Some things should be a matter of common sense.

This homeowner may be thinking of a board quorum for meetings, but if you have nine members, there should be at least five show up to have a board neeting. And what if they're simply discussing the last Tampa Bay buccaneers game? Are you suggesting this is wrong because they happen to be board members? As long as they understand they can't make any association decisions in that setting, they should be ok.

As for the committee meeting,I would caution the board that even if they sit quietly and don't ask questions or make comments, it is possible their presence would create a chilling effect because committee members may not be as willing to be as candid as they want because they fear being removed because one of two didn't like what was said or voted upon. It probably would be best if they weren't there or at least limit it to one board member at a time.

Ideally that one board member could serve as a liaison to the board. Not to dictate or "tattle" on anyone, but to note how issues are being addressed. Of the committee goes too far off the rails, the board member could discuss it either quietly a d keep the board informed in case changes have to be made.
BenA2
(Texas)

Posts:1026


09/23/2021 4:48 PM  
I would get a second legal opinion. I would be surprised if the law considers it to be a board meeting if four members happen to be in the room and do not discuss association business. If they take part in the discussions, then it would be different. Perhaps the attorney's opinion is just to be on the safe side.

Another thought, if it is an open meeting and notice is given, what would be the harm if it was ruled to be a board meeting because you have a quorum discussing association business?
CathyA3
(Ohio)

Posts:2464


09/24/2021 5:05 AM  
I agree with getting a different legal opinion.

In many communities, committee members serve at the pleasure of the board and may be removed with or without cause. The committee itself may be disbanded unless the bylaws require it. And the bylaws may require at least one board member to be part of any committee (the board member may or may not be voting).

I think that having one board member on committees is "best practices". The board is ultimately responsible for what happens in their communities - and if a committee is running off the rails, then it's the board's job to get the committee back on track or to disband it if it's going rogue.
MaxB4


Posts:1339


09/24/2021 9:39 AM  
The question was IF more than four of the nine Board members attended a Commmittee meeting. The answer in most states is, yes, a quorum of directors is assembled at the same time and place to discuss assocation business.
HenryS6
(Arizona)

Posts:71


09/24/2021 9:59 AM  
I'm really scratching my head why 5 or more directors would wan to attend a committee meeting. It seems like committees are setup to take workload off of the board, and thus, board members would be happy not to attend. If 5 or more board members are interested in what the committee is doing and wants to do the work, they should just bring that task or set of tasks back up to the board level.
KerryL1
(California)

Posts:8592


09/24/2021 11:28 AM  
With Henry, WHY in the world do so many board members want to attend this committee's meetings? what is the name of this committee?
JohnC46
(South Carolina)

Posts:11507


09/24/2021 11:29 AM  
Charles

Committees serve at the pleasure of the BOD and if they go rogue, they can easily be replaced. Also, rarely are their decisions final. The BOD is the final say. All that said, I see nothing wrong with BOD Members attending a Committee meeting as a homeowner and nothing more.

In SC it would not matter if those attending the committee meeting formed a BOD Quorum for two reasons. In SC, a quorum of BOD Members in one place does not mean they are doing business unless called to Order. They are just a group of owners. Being on a BOD does not lose your right as an owner.
MichaelH34
(North Carolina)

Posts:36


09/24/2021 11:43 AM  
Posted By MaxB4 on 09/24/2021 9:39 AM
The question was IF more than four of the nine Board members attended a Commmittee meeting. The answer in most states is, yes, a quorum of directors is assembled at the same time and place to discuss assocation business.




Except wouldn't that violate many (most) state statutes that require notice to be given before a meeting and that the meeting must be open to homeowners (again in applicable states)?

A random assemblage of 5 BOD members shouldn't automatically constitute a BOD meeting.
MaxB4


Posts:1339


09/24/2021 1:36 PM  
Posted By CharlesG5 on 09/23/2021 2:44 PM
Live in Florida and the Florida Statute 720 states that all homeowners may attend all meeting -------
Can board members attend committee meetings as homeowners?? We have a board of nine and if more than four attend the committee meeting the homeowner are stateing that only four can attend. The Statute is silent on this issue. Our attorney said they can not attend but can attend social funitions and homeowners cocktail parties. Is the attorney correct.



Charles

As you can see, people who are supposed to be experienced can't figure out if a quorum of directors meeting at the same time and place to discuss association is actually a meeting. Sorry, directors don't show up as owners, people know them as directors. I thought rules were rules.
JohnC46
(South Carolina)

Posts:11507


09/24/2021 1:46 PM  
Posted By MaxB4 on 09/24/2021 1:36 PM
Posted By CharlesG5 on 09/23/2021 2:44 PM
Live in Florida and the Florida Statute 720 states that all homeowners may attend all meeting -------
Can board members attend committee meetings as homeowners?? We have a board of nine and if more than four attend the committee meeting the homeowner are stateing that only four can attend. The Statute is silent on this issue. Our attorney said they can not attend but can attend social funitions and homeowners cocktail parties. Is the attorney correct.



Charles

As you can see, people who are supposed to be experienced can't figure out if a quorum of directors meeting at the same time and place to discuss association is actually a meeting. Sorry, directors don't show up as owners, people know them as directors. I thought rules were rules.



I can speak for SC but WTFK for FL and CA...........LOL
LoriM15
(Florida)

Posts:34


09/24/2021 2:08 PM  
We are a Florida HOA with a five member board. We can't even have three directors meet with a vendor at the same time without opening the meeting up as an official board meeting with posted notice. If three or more go to a community event (like a happy hour) then they can't be seen talking together.

We bend the rules a little by having email discussions. I understand that things were bad in the past, but these Sunshine laws are cumbersome sometimes.
MaxB4


Posts:1339


09/24/2021 2:13 PM  
Posted By LoriM15 on 09/24/2021 2:08 PM
We are a Florida HOA with a five member board. We can't even have three directors meet with a vendor at the same time without opening the meeting up as an official board meeting with posted notice. If three or more go to a community event (like a happy hour) then they can't be seen talking together.

We bend the rules a little by having email discussions. I understand that things were bad in the past, but these Sunshine laws are cumbersome sometimes.



We have similar issues in California, BUT, there is a reason for these laws, because boards would not follow rules. And this doesn't extend to just HOA's, but also the general public.
KerryL1
(California)

Posts:8592


09/24/2021 5:54 PM  
I think FL is a lot like CA, Lori, and a quorum of us directors certainly CAN be together socially so long as we don't discuss pending board/HOA business. We directors had a get-acquainted cocktail party when our new board was elected last fall. A quorum of the Board can also be together at, for instance, an upcoming seminar by our MC. So, imo, whoever told Lori that a quorum of directors cannot meet socially should show her the statute's language as evidence.

A quorum of our board recently met with our architect on a unit balcony so he could show us in person how our (concrete & steel) balconies will be repaired where they meet our building's storefront. We directors must have this information to help decide costs, vendors to interview, etc. But the demonstrations did not require discussing any pending board biz.

About committees, our HOA attorney wrote that a quorum of the Board may attend committee meetings IF they observe but don't participate. We're a Board of 7 and have a Finance Committee that comprises 3 directors. Other directors may attend, but may not participate.

I'm still curious why so many directors want to attend this mysterious committee's meetings in Charles' HOA?

Sorry, JohnC, I don't know what WTFK means or why it's so LOL to you???
JohnC46
(South Carolina)

Posts:11507


09/25/2021 10:51 AM  
WTFK.....Who The Fu** Knows.........LOL
JohnC46
(South Carolina)

Posts:11507


09/25/2021 10:52 AM  
Posted By LoriM15 on 09/24/2021 2:08 PM
We are a Florida HOA with a five member board. We can't even have three directors meet with a vendor at the same time without opening the meeting up as an official board meeting with posted notice. If three or more go to a community event (like a happy hour) then they can't be seen talking together.

We bend the rules a little by having email discussions. I understand that things were bad in the past, but these Sunshine laws are cumbersome sometimes.



So several are saying you are wrong. Care to reply?
MaxB4


Posts:1339


09/25/2021 12:01 PM  
This is what California says,

“Board meeting” means either of the following:

(a) A congregation, at the same time and place, of a sufficient number of directors to establish a quorum of the board, to hear, discuss, or deliberate upon any item of business that is within the authority of the board.

(b) A teleconference, where a sufficient number of directors to establish a quorum of the board, in different locations, are connected by electronic means, through audio or video, or both. A teleconference meeting shall be conducted in a manner that protects the rights of members of the association and otherwise complies with the requirements of this act. Except for a meeting that will be held solely in executive session, the notice of the teleconference meeting shall identify at least one physical location so that members of the association may attend, and at least one director or a person designated by the board shall be present at that location. Participation by directors in a teleconference meeting constitutes presence at that meeting as long as all directors participating are able to hear one another, as well as members of the association speaking on matters before the board.

Civil Code doesn't say you can't have a quorum, just have to post within the required posting timee, and the meeting is open to members. Per the Annual Disclosures, all postings of agendas are done on the Association's web portal.

If your meeting with vendors about a specific project, announce at the next meeting and place in the minutes. If you are doing a seminar with legal counsel, same thing, let the members know at the next meeting and put in the minutes.
MichaelS56
(Minnesota)

Posts:275


09/26/2021 5:52 AM  
Why would Board members want to attend these meeting when they have enough on their plate. I am going with an assumption that there are Board liaisons for each committee that can keep the other Board members informed.
JohnC46
(South Carolina)

Posts:11507


09/26/2021 12:17 PM  
I would say just attending and listening does not violate:

(a) A congregation, at the same time and place, of a sufficient number of directors to establish a quorum of the board, to hear, discuss, or deliberate upon any item of business that is within the authority of the board.
MaxB4


Posts:1339


09/26/2021 12:23 PM  
Posted By JohnC46 on 09/26/2021 12:17 PM
I would say just attending and listening does not violate:

(a) A congregation, at the same time and place, of a sufficient number of directors to establish a quorum of the board, to hear, discuss, or deliberate upon any item of business that is within the authority of the board.



I believe you left off the most important thing, what a Board meetings is:

“Board meeting” means either of the following:
DouglasK1
(Florida)

Posts:1680


09/27/2021 10:57 AM  
Since the OP is in Florida, here is what FS 720 says:
A meeting of the board of directors of an association occurs whenever a quorum of the board gathers to conduct association business.

That leaves to interpretation whether directors who silently observe a meeting are conducting association business. If the directors actively participate, then it would seem to me to legally be a board meeting.

Escaped former treasurer and director of a self managed association.
KerryL1
(California)

Posts:8592


09/27/2021 11:13 AM  
I and our HOA attorney, too, agree with Douglas. Our CA statute is very similar to FL's.
JohnC46
(South Carolina)

Posts:11507


09/27/2021 11:35 AM  
Posted By DouglasK1 on 09/27/2021 10:57 AM
Since the OP is in Florida, here is what FS 720 says:
A meeting of the board of directors of an association occurs whenever a quorum of the board gathers to conduct association business.

That leaves to interpretation whether directors who silently observe a meeting are conducting association business. If the directors actively participate, then it would seem to me to legally be a board meeting.



My point is if they sit and listen, they are not conducting business.
CathyA3
(Ohio)

Posts:2464


09/27/2021 11:39 AM  
Posted By JohnC46 on 09/27/2021 11:35 AM
Posted By DouglasK1 on 09/27/2021 10:57 AM
Since the OP is in Florida, here is what FS 720 says:
A meeting of the board of directors of an association occurs whenever a quorum of the board gathers to conduct association business.

That leaves to interpretation whether directors who silently observe a meeting are conducting association business. If the directors actively participate, then it would seem to me to legally be a board meeting.



My point is if they sit and listen, they are not conducting business.



Not a lawyer, but if the board has an obligation to oversee the activities of committees and association business is being discussed (by definition), then I would say that they are conducting business.

I'd agree with the "not conducting business" interpretation at social events where association stuff may come up in passing but it's not the focus of the gathering.

MaxB4


Posts:1339


09/27/2021 12:10 PM  
There is a distinct difference bewteen the Florida and California laws. The word in California is "hear".

I agree that if a amjority of the board meets to hear about the movie night coming up next week for which funds have alrewady been allocated, I don't see an issue. If the Finance Committee is meeting to discuss the budget for which the Board would evenually be voting on, then yes, the comminttee meeting should be open to the owners withn proper notice.

The issue is not whether a Board meeting shoud be called, just that the meeting must be open to the membership.
JohnC46
(South Carolina)

Posts:11507


09/27/2021 1:19 PM  
MAX

In CA must Committee Meetings be open to owners?
MaxB4


Posts:1339


09/27/2021 1:25 PM  
Posted By JohnC46 on 09/27/2021 1:19 PM
MAX

In CA must Committee Meetings be open to owners?



No, depending on the committee, what's to be discussed and if a majority of the board shows up.
JohnC46
(South Carolina)

Posts:11507


09/27/2021 1:55 PM  
Posted By MaxB4 on 09/27/2021 1:25 PM
Posted By JohnC46 on 09/27/2021 1:19 PM
MAX

In CA must Committee Meetings be open to owners?



No, depending on the committee, what's to be discussed and if a majority of the board shows up.



To many variances. Easy to get in trouble.
KerryL1
(California)

Posts:8592


09/27/2021 4:46 PM  
Max is right. Committee meetings in CA do not have to be open. If, however, the committee has decision- making authority to spend $, they must have minutes available for owner review. That's the case with our HOA's Social Committee.

Also true in CA is that if a quorum of the board will attend a committee meeting, even if some directors are mute, the meeting must still be posted as an open meeting to owners.

MaxB4


Posts:1339


09/27/2021 4:54 PM  
Posted By KerryL1 on 09/27/2021 4:46 PM
Max is right. Committee meetings in CA do not have to be open. If, however, the committee has decision- making authority to spend $, they must have minutes available for owner review. That's the case with our HOA's Social Committee.

Also true in CA is that if a quorum of the board will attend a committee meeting, even if some directors are mute, the meeting must still be posted as an open meeting to owners.




Glad I got your blessing
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