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The other South Florida community association attorneys at our firm and I are often called upon by our clients with questions regarding how to more efficiently run their board meetings and control the conduct of members during those meetings. Very often it seems that directors who are simply trying to be polite and respectful of owners by allowing them to express their opinions wind up losing control of the meeting and actually accomplish very little business. This trend of owners seemingly “hijacking” board meetings is not a new one, but it does seem to be fueled in recent months by the political climate we find ourselves living in now where all people want to be heard. Fortunately, the HOA and Condominium Acts provide board members with the tools they need to control their meetings while allowing all members to also have their “say.”
Association board meetings are defined as any gathering for the purpose of conducting association business by the members of the board of directors at which a quorum is present. Unless the association’s by-laws or other governing documents provide for a longer period, notice of board meetings must generally be conspicuously posted within the community 48 hours in advance of the meeting. However, in certain circumstances (such as the adoption of assessments or some types of rules), written notice must be posted and provided to the members at least 14 days in advance of a board meeting.
In accordance with Florida law, an item of business that is not noticed may only be addressed on an emergency basis, such as situations involving sudden damage to the building, natural disasters and similar events. Emergency actions must be ratified or approved at the board’s next properly noticed board meeting at which a quorum of directors is attained.
The notice of the board meeting should list specific business items on the agenda. Boards and managers should make every effort to ensure that all reasonably anticipated topics of discussion are included. The more specific the agenda, the easier it will be for the board to control the pace and flow of the meeting. When agendas list broad topics without specific business items, boards leave themselves open to having to address issues brought up by members that would arguably “fit” under broad category headings. As such, the agenda should be comprised of specific open items from the previous meeting requiring action; specific owner items that may require board action; building maintenance items, as required; project information, updates, requests and actions; and seasonal information, such as annual and budget meeting information as well as hurricane preparation matters.
Some of the most common board meeting issues for associations include excessively long meetings that seemingly do not accomplish anything, disruptions by disgruntled owners, digressions from the agenda items, and the lack of clear direction and purpose for the meeting. Both the HOA and Condominium Acts allow associations to adopt rules regarding unit owner participation at board meetings. While both statutes provide that members are allowed to speak on all agenda items, adopting these types of rules regarding participation helps boards maintain control over the overall meeting.
Boards should consider adopting guidelines for owner participation at meetings, publishing these guidelines before the meeting, and reading them at the beginning of every meeting for those in attendance. Typical guidelines provide that an owner may speak for three minutes on any agenda item, no member may speak more than once until all owners wishing to speak for the first time have done so, and owners may speak only twice on a single agenda item, the second time for one and a half minutes. Once guidelines are established, enforcement of the rules is key even if it means using a stopwatch, timer or gavel (if necessary).
While neither statute addresses the specific time when owner discussion on agenda items should occur, allowing owners to comment before the board votes on the item allows the individual board members to take into account sometimes very meaningful opinions and comments when making their decision on how to vote. Limiting owner participation on agenda items until after the board action has been taken on the item defeats legislative intent and erodes meaningful opportunity for owners to address the board.
By closely adhering to the statutory requirements and following clear policies and procedures at board meetings, associations can help to ensure that all of their meetings are as effective as possible while disruptive elements are kept to a minimum.