Condo Association Management Blog

That is a very broad question difficult to answer without knowing the laws governing HOA's in Florida as well as consulting your HOA documents. 
 
Your documents should define the structure of the board as well as the officers. I do find it odd that you have even numbers - most have odd numbers to prevent deadlock. 
 
Officers usually serve at the discretion of the board. The officers typically report to the directors. 
 
What you need is for the board to meet with legal counsel, review your documents, processes and board structure. Then you can move forward.  
 
I know that Florida, for condominiums, has sunshine laws. However, I am not certain how that works with HOA's and the governance of HOA's. A qualified and experienced real estate attorney can answer those questions. Is it money? Of course. However, what will it cost to do nothing?

You hve two important items to check. (1) You need to review your Master Deed and Bylaws to find out what "rules of order" your association follows. Most rules have specific requirements for open meetings versus "executive session" meetings. In the latter, if any actions are taken in executive meetings, the actions must be repeated when you come out of executive session and go into your open meeting. (2) I am not familiar with Florida's condominium association requirements/laws, but I would advise you to research them. If both sources tell you that these board members are in violation of your MD/Bl and state laws/ordinances, you have a problem in that a select group of homeowners would have a case to take legal action against those board members and the whole board for allowing the action. In conclusion, it is incumbent upon your board to ensure that all board members conduct the HOA business in accordance with your documents.  
 
 
 
As a follow up. Any of the actions proposed by this group can be ruled out of order at the beginning of any offical Board or meeting of the whole (all owners) and kept off of the agenda unless each item is accepted individually as an addendum to the offical agenda, made from the floor and accepted by the whole board/owners. Again, your bylaws should cover this.

HOA? I don't know. But in Florida the rules for meetings of the Board are clear (although often not observed.) 
 
Any time that a majority of Board Members discuss Association Business a meeting must be posted and must be open to all members. Minutes must be taken and published for all members to read.  
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Minutes must be written and published for all Executive Committee meetings. All other committee meetings must be minuted. 
An exception to the above is plain and simple to understand:  
 
A discussion with attorneys present that involves pending or current litigation may be closed. Minutes must be taken but may be sealed. 
 
In Florida open meetings and open discussion is very important to the Department of Professional and Business Regulation. They will pay attention when you complain to them about closed meetings and prohibited discussion.  
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Ft. Lauderdale Office: 
Office of the Condominium Ombudsman 
1400 W. Commercial Boulevard, Suite 185-P  
Ft. Lauderdale, FL 33309-3791 
Phone: 954.202.3234 
FAX: 954.202.3237 
 
Ombudsman@dbpr.state.fl.us 
 
Call or write to the Ombudsman.He or she will quickly direct you to the correct people at the state.

I strongly suggest you thoroughly review your bylaws to make certain you know exactly how the board is to operate. Does it say the officers make up the "executive committee" and they have a right to conduct the business of the assn? Does it say that the directors who are not officers do not have a vote on the board and do no have the right to conduct the business of the assn? If not, then the officers are acting outside the scope of the bylaws; in other words they are in violation of the gov docs and their fiduciary duty to the assn. This is serious business! Board members do not have a right to make up their own rules as they go along. 
 
Check your bylaws to see if there is a provision regarding removal of an officer. My bylaws state an officer may be removed from his position by a majority vote of the BOD. Also check to see if there is a provision for removing a director from the board (all officers are directors too).  
 
As for remedies to this situation: 
 
1) If the bylaws allow a majority of the board to ask for a board member's resignation, I would strongly suggest doing this. IMO board members with this mind set do not belong on an HOA BOD. 
 
2) Call a meeting of the whole board (all 12 members) for the purpose of removing these officers from their positions and electing new officers. This would be my second choice if the bylaws do not allow the board to ask for their resignation. 
 
One thing you need to keep in mind is that these 4 board members do not represent a quorum of the board. Therefore, unless the bylaws give them the authority to act alone, they do not have a right to conduct the business of the assn w/o the remaining 8 members. In fact, I cannot understand why the remaining 8 members have allowed them to act this way.

Mary: the four Board Members are acting as an "Executive Committee." So the Questions become: 
1. "Is an Executive Committee provided for in the Documents?"  
2. "Was the Executive Committee approved by the Board?"  
3. "What powers did the Board give to the Executive Committee?"  
 
There is nothing wrong with an executive committee, in itself.But 
it should follow your documents and the State Regulations.  

Can anyone direct me to a specific provision in Florida Statutes that prohibits HOA Boards of Directors or duly constituted committees (e.g. Architectural Review Committes authorized to act for the BOD) from voting on a matter by email? Thank you.

Email the Ombudsman whose address is in one of the comments above:  
 
 
Ombudsman@dbpr.state.fl.us 
 
You will get an answer very quickly.

Florida HOA Member: write to the Ombudsman for the citation on the prohibition of Boards of Directors voting by email. 
 
 
 
Ombudsman@dbpr.state.fl.us

I found the following from "HOA leader.com" 
 
"Florida—"We don't have rules in Florida," says Lisa A. Magill, a shareholder and association attorney at Becker & Poliakoff PA in Fort Lauderdale, Fla. "But that's an issue often raised with the administrative agency that regulates community operations. Owners, if they're not privy to the email exchange, feel the board is taking action without meetings, and the purpose of having open meetings is so owners know what's going on so they can attend and participate in the business being conducted. If it's by email, there's not the opportunity for participation. So the rule is that you can't conduct business outside a meeting. The argument is that if you're emailing all the board members, you're meeting because you're talking about board issues." 
 
AZ also has an open meeting law but it is somewhat different than FL in that a meeting occurs when a quorum of the board gathers and discusses assn business, whether a vote is taken or decisions made. In light of that, email communications between a quorum of the board is a violation of the OML, although not specifically stated in the law. In FL a meeting occurs when a quorum of the board gathers to conduct business, i.e. vote and/or make decisions.

I live in a high rise cono in clayton, Missouri,am I entitled to attend all board meetings? Our board has a meeting and then they order everyone to leave the room and have a secret meeting. Am I allowed to listen in on the secret meeting?

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