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Subject: Adjacent HOA Director/Officer asking to "observe" our Board meeting
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GeorgeS21
(Florida)

Posts:2338


01/20/2020 1:05 PM  
Hi All,

New one for me ...

While I meet face-to-face with other directors or HOAs in our area to exchange ideas, contractor assessments, etc, I got a note today from our management company, fielding a request from an HOA near us, for one of their Board members (their VP) to attend our Board meeting to observe.

I think this is at least inappropriate, so I turned them down. Since this is Florida, we discuss properties in arrears at the meeting, ongoing intent on collections on various properties, complaints, etc.

Thoughts?
GenoS
(Florida)

Posts:3685


01/20/2020 1:45 PM  
I don't see a problem with it per se. If you could leave the financial business and discusssion of arrears to the end of the meeting then you could make it clear ahead of time that he's welcome to attend as an observer up to the point where the financial discussions and presentations begin. I'd guess he wouldn't have a problem with that and be happy to comply with that restriction. OR vice versa, discuss the financial matters at the start of the meeting and ask him to come in after that part of the meeting is over.

Is his a similar-sized association? Do you think he's sincerely trying to see what others do in an effort to educate himself, or is he just nosy? I'd say no if he just wanted to be nosey, but I'd probably say yes otherwise. As a one-time thing.
GeorgeS21
(Florida)

Posts:2338


01/20/2020 1:58 PM  
The problem, Geno, is that I wouldn't be able to tell until something is discussed that he has no "business" hearing.

I put myself in his place and think about how I could learn - assuming the best - and, I would simply ask to meet with some folks from other Boards to discuss - privately - their processes, etc.
MelissaP1
(Alabama)

Posts:9136


01/20/2020 2:59 PM  
If your not comfortable with them attending a meeting to learn, then send them to this website. No one mentions HOA's names so they shouldn't know who posts from where.

Former HOA President
GeorgeS21
(Florida)

Posts:2338


01/20/2020 3:10 PM  
I do want to make sure I'm not being paranoid, though :-)

Community business is not really open for all to see, any more than we would provide minutes of our meeting to other HOAs - or, anyone not an owner.

I appreciate someone would have an interest in how board meetings work - but, if I had an issue under consideration like being behind on assessments, discussion of fines, etc, I know I would not want unknown folks hanging around listening.
JohnC46
(South Carolina)

Posts:9323


01/20/2020 3:14 PM  
George

Send him here....he will learn...the good, the bad, and the ugly.
BillH10
(Texas)

Posts:458


01/20/2020 3:59 PM  
George, why don't you find out the goal or purpose of observing your meeting? Perhaps an informal meeting with the person to discuss whatever is on his or her mind would accomplish what they are seeking.

Also, if there is an active CAI chapter in the vicinity, suggest the person join the chapter and do some networking to learn how others operate, address issues, or what have you.
MarkM19
(Texas)

Posts:564


01/20/2020 4:17 PM  
George,
I have been on 2 HOA boards. The first had 438 SFHs and the current has 1420+ SFH. Not sure how many people attend your meetings regularly but I would be hard pressed to ever call anyone out if I did not recognize them at a meeting. I guess if you had a sign in sheet that could also be beat by someone just writing in fake information. The problem is he has asked for permission. That makes him an honest guy and you also need to be honest and remind him that only Members of your HOA are allowed to come to the meeting for all the reasons already mentioned.

I have had many long conversations with other Board Presidents over the years. I love to share my ideas and also my issues to get and give opinions. That is what makes this site so special. He should be able to get his fill here.
GeorgeS21
(Florida)

Posts:2338


01/20/2020 4:47 PM  
Good points - all.

I have offered to meet privately with the fellow - very happy to assist in any way out of the Board meeting setting.
GenoS
(Florida)

Posts:3685


01/20/2020 6:11 PM  
Posted By GeorgeS21 on 01/20/2020 3:10 PM
I do want to make sure I'm not being paranoid, though :-)

Community business is not really open for all to see, any more than we would provide minutes of our meeting to other HOAs - or, anyone not an owner.

That's understandable. Also, if anyone on the board would feel uncomfortable with a guest being there then, for me anyway, that would be enough to say 'no'. No explanation or justification needed.

We posted a copy of the minutes for our board meetings in the mail house for a few years. Some didn't like that the mail house wasn't really "secure", i.e. the mailman was there every day, and anyone could probably walk in off the street and have a look around. There was a compromise for a couple of years where the minutes would be posted but the financials and Treasurer's report would be left out. We figured the minutes didn't really contain any state secrets but eventually everyone agreed airing our financial situation to (potentially) the world wasn't a good idea.
GeorgeS21
(Florida)

Posts:2338


01/20/2020 7:58 PM  
The fellow showed - he is their VP and with their Treasurer. Nice fellow, but I explained and they departed with my promise to meet and discuss their processes.

Their community (single and six plexes) has had a rough patch with their last management company apparently absconding with the roof fund ... don’t know full details, but they are digging out with special assessments, Board meetings with police, etc.
GenoS
(Florida)

Posts:3685


01/20/2020 9:56 PM  
Posted By GeorgeS21 on 01/20/2020 7:58 PM
The fellow showed - he is their VP and with their Treasurer. Nice fellow, but I explained and they departed with my promise to meet and discuss their processes.

Their community (single and six plexes) has had a rough patch with their last management company apparently absconding with the roof fund ... don’t know full details, but they are digging out with special assessments, Board meetings with police, etc.

I think it's good if you remain on, at least, friendly speaking terms. As for their roof fund.... oof! That's not good (an understatement). We'll be spending a million plus on roofs by the end of 2025 and I'm terrified even without the possibility of that money just up and disappearing.
LanceG1
(Georgia)

Posts:76


01/20/2020 10:42 PM  
I'm coming in late to this discussion. I think the right call was made to not have this person observe. The idea sounds like it has good intentions but was not well thought out. For what it's worth in my experience the professional management companies can be helpful with taking care of the administrivia but can miss the mark with things like this.

Sharing ideas, tips etc. anonymously is a good thing. We all do this here, But the challenge, as some of you were saying is the confidential information. For example. It is one thing is a service provider who needs to know information protected by laws (IE: credit info etc.) has access to it. Even then if the association is negligent in protecting that data that could bring liability back on the association. Now imagine if this other board member intentionally or un-intentionally leaked that info. It opens up a can of worms. Would insurance cover it if you are sued? Could an NDA be created, and if so would that be sufficient legal cover etc.? maybe but, I'd want to be very sure my legal basis were covered with the associations council first.

AugustinD


Posts:2948


01/21/2020 8:02 AM  
Posted By GenoS on 01/20/2020 1:45 PM
I don't see a problem with it per se. If you could leave the financial business and discusssion of arrears to the end of the meeting then you could make it clear ahead of time that he's welcome to attend as an observer up to the point where the financial discussions and presentations begin.
I agree. To me the point would be to promote well-run board meetings. Also I keep in mind that contractors, CPAs, attorneys, insurers et cetera often attend (non executive session) board meetings without having to sign a loyalty oath. With a properly laid out agenda, nothing "confidential" is going to come up in the designated time period. And if something is "confidential," it should be discussed in executive session. There's a reason that Bylaws often state that the only people who can attend board meetings are (1) members; and (2) anyone the board invites.
NpS
(Pennsylvania)

Posts:3987


01/21/2020 8:33 AM  
If he offered a reciprocal arrangement - we're in if you're in - I would jump on the opportunity.

The specifics on how to deal with privileged information should be easy for the 2 BODs to iron out together. Both groups should have similar concerns on those issues.

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

Posts:3987


01/21/2020 8:34 AM  
CORRECTED:

Posted By NpS on 01/21/2020 8:33 AM
If he offered a reciprocal arrangement - we'll do it if you'll do the same - I would jump on the opportunity.

The specifics on how to deal with privileged information should be easy for the 2 BODs to iron out together. Both groups should have similar concerns on those issues.




Sikubali jukumu. Read all posts at your own risk.
KellyM3
(North Carolina)

Posts:1488


01/21/2020 9:21 AM  
Posted By GeorgeS21 on 01/20/2020 1:05 PM
Hi All,

New one for me ...

While I meet face-to-face with other directors or HOAs in our area to exchange ideas, contractor assessments, etc, I got a note today from our management company, fielding a request from an HOA near us, for one of their Board members (their VP) to attend our Board meeting to observe.

I think this is at least inappropriate, so I turned them down. Since this is Florida, we discuss properties in arrears at the meeting, ongoing intent on collections on various properties, complaints, etc.

Thoughts?




The observer shouldn't sit in on executive meetings but, other than that, it seems the observer wants to learn new ideas and approaches.
LanceG1
(Georgia)

Posts:76


01/21/2020 10:49 AM  
Slightly off topic, but CPA's and attorneys should be under an adequate in general based on what they work on. That said I would still be cautious.

If this was not an HOA, IE: my own business it would be a different ball of wax because I don't have the same fiduciary responsibility clause and generally can take on a higher risk profile. But that is just me...
GeorgeS21
(Florida)

Posts:2338


01/21/2020 12:09 PM  
Thanks - don't think there is a definitive answer, so we can probably let this thread die.

My action was to not support the attendance for training. While I can see the points from others, my concern is the open or inadvertent sharing of private or protected information to a non-member.

This will probably never happen, again, though :-)
MarkW18
(Florida)

Posts:748


01/22/2020 6:57 AM  
Wouldn't want national security compromised.
MarkW18
(Florida)

Posts:748


01/22/2020 7:08 AM  
An observer would be ok for a general meeting setting, not executive meeting. In all my years I have never seen secrets from an HOA revealed that harmed them in any way. What could an outside do with a copy of the HOA's minutes that they glanced over while delivering the mail?

I have seen board meetings last 5 minutes.

Three on the board and three present. Minutes presented, looks ok. Treasurers report, we started with 5 bucks, took in two and spent two, looks ok. No old business, no new business, meeting adjourned.
GenoS
(Florida)

Posts:3685


01/22/2020 7:48 PM  
Posted By MarkW18 on 01/22/2020 6:57 AM
Wouldn't want national security compromised.

Exactly. If a neighboring HOA found out we hired a new landscaper and saved $12,000 a year, why, they might poach that landscaper away from us next year! Quel horreur!
MarkW18
(Florida)

Posts:748


01/22/2020 8:55 PM  
Posted By GenoS on 01/22/2020 7:48 PM
Posted By MarkW18 on 01/22/2020 6:57 AM
Wouldn't want national security compromised.

Exactly. If a neighboring HOA found out we hired a new landscaper and saved $12,000 a year, why, they might poach that landscaper away from us next year! Quel horreur!



SERIOUSLY, is that the kind of things that keep you up at night?
DeidreB
(Virginia)

Posts:78


01/28/2020 1:02 PM  
I think it's great he's trying to learn and has reached out. Offer him a coffee meet and greet with the board alone. The BoD's first and only priority in a board meeting is their HOA's business. Nothing else. Now if there was business to discuss, that would be different. You just never know who has what agenda...... and you never know how it could be received by homeowners as his name would have to be on the attendee list.
GeorgeS21
(Florida)

Posts:2338


01/28/2020 6:02 PM  
Meeting with him tomorrow for a beer.

Thanks to all.
GenoS
(Florida)

Posts:3685


01/29/2020 3:36 PM  
Posted By MarkW18 on 01/22/2020 8:55 PM
Posted By GenoS on 01/22/2020 7:48 PM
Posted By MarkW18 on 01/22/2020 6:57 AM
Wouldn't want national security compromised.

Exactly. If a neighboring HOA found out we hired a new landscaper and saved $12,000 a year, why, they might poach that landscaper away from us next year! Quel horreur!



SERIOUSLY, is that the kind of things that keep you up at night?

It's called "sarcasm". Here's a link that might help.
MarkW18
(Florida)

Posts:748


01/29/2020 3:53 PM  
Who was the link going to help? Me? Seriously.
GenoS
(Florida)

Posts:3685


01/29/2020 8:09 PM  
Posted By MarkW18 on 01/29/2020 3:53 PM
Who was the link going to help? Me? Seriously.

Reading comprehension isn't your strong suit, I take it.
GeorgeS21
(Florida)

Posts:2338


01/29/2020 9:09 PM  
Met with VP and Treasurer if adjacent HOA, today.

Good exchange on broad and specific topics - Florida Statute to docs to vendors to use of our shared management company.
ChrisS22
(Maryland)

Posts:2


02/07/2020 8:09 AM  
HOA meetings are advertised, signed events. A good meeting follows an agenda of items that are not candidates for Closed Session. Any topic discussed in Open Meeting is legally not protected. Unless your docs state that non-members or uninvited persons are not welcome to Open Meeting IMO you should welcome attendance.

I often attend neighboring meetings and learn a lot and develop an appreciation for neighboring communities. For instance, our community borders a neighborhood whose residents travel through our community regularly. Their kids ride school buses with our kids. Their neighborhood is often blamed for things like littering and any other misc conduct our residents might not like. When I attend their meetings, I find they blame us for the same issues. Just reinforces that we all need to appreciate that we all live in the same world and need to get along. I also appreciate how other organizations perform contracting, etc. The info I gain always benefits my community. The people at the meetings I attend seem to appreciate my willingness to share also.
GeorgeS21
(Florida)

Posts:2338


02/07/2020 5:13 PM  
Interesting points, Chris. Thanks.

However, I still don’t see how the internal business of one community, a not for profit corporation, is something to be shared with non property owners of that corporation.
ChrisS22
(Maryland)

Posts:2


02/08/2020 7:28 PM  
The phraseology that recurs in a number of posts approximates your "internal business." The business of one HOA/COA/Coop is not different from community to community. It is just business of running an organization. There is no proprietary information made available during open meetings. If open meetings ( or any meeting ) consists of information that cannot be publicly issued then that information better fall under the State law for "executive/closed session." Meetings do not consist of personal or secret stuff. Sharing of business practices is "iron sharpening iron." The organization visited and the visitor gain.
DeidreB
(Virginia)

Posts:78


02/08/2020 7:36 PM  
One of the lessons I have learned as an HOA board member is that if it isn't in your By Laws, Declaration or articles of Incorporation or on your community's original site plan or your state's property association law then you might want to think twice about doing it. I think the lunch option was much better.
GeorgeS21
(Florida)

Posts:2338


02/08/2020 7:38 PM  
Perhaps they do, but my judgment is and was that our community Board meetings are for our community, not others.

I met with the other folks for three hours a week later and exchanged ideas.
Margo
(Florida)

Posts:5


02/11/2020 3:08 PM  
This same thing happened to us at our board meeting. Our manager said she thought we did a good job of running our meetings and staying on task. It was meant as a compliment to our board. When we discuss foreclosures or accounts in arrears, we talk about house #74 or house #25. An outsider would have no idea who the owner was as this is not the address. Maybe your manager meant this as a compliment.
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