Monday, July 18, 2016

Committee Meeting Guidelines for Community Associations

For Associations that have active involvement from their owners, it’s usually a good idea for the board to delegate the fact finding and non-policy decisions (i.e. getting bids, taking surveys, planning social events, etc.) to committees. However, committees have to follow much of the same meeting notice and participation requirements as board meetings. Some of the questions I get on that issue are as follows:  Are committee meetings always open to unit owners? Must committee meetings be noticed in the same matter as a board meeting? If a majority of board members attend a committee meeting, is the meeting considered a board meeting?  
Below is an explanation of those issues plus a few practice tips.
 Are committee meetings always open to unit owners?
  • The short answer is yes. All committees of the association, whether serving in an advisory capacity or exercising substantive authority, are open to the members of the association. The only exceptions to this open-meeting requirement are when the meeting is held to discuss personnel matters or when the association’s attorney is present to provide advice concerning proposed or pending litigation. See Stat. § 718.112(2)(c) and Fla. Stat. § 720.303(2)(a). The HOA statute states in reference to the requirement for open board meetings, “The provisions of this subsection shall also apply to the meetings of any committee or other similar body when a final decision will be made regarding the expenditure of association funds and to meetings of any body vested with the power to approve or disapprove architectural decisions with respect to a specific parcel of residential property owned by a member of the community.” See also DBPR FAQ that states “Unit owners have the right to attend and observe committee meetings.” 
Must committee meetings be noticed in the same matter as a board meeting?
  • Again, yes, unless in a specific situation where bylaws provide otherwise. Meetings of a committee to take final action on behalf of the board or to make recommendations to the board regarding the association’s budget must comply fully with the notice requirements established for meetings of the board. Meetings of committees that do not take final action on behalf of the board or make budget recommendations to the board may be exempt from these formal notice requirements when the bylaws of the association permit such exemptions. See Stat. § 718.112(2)(c) and Fla. Stat.  § 720.306(5).
 If a majority of board members attend a committee meeting, is the meeting considered a board meeting? For example, the Association has seven directors, two directors serve on the committee and another two attend the meeting as observers, since four of the seven directors are present (i.e. a quorum), is that not a board meeting? Does it matter whether the director participates in the discussion or attends but is simply there to observe?
  • First, based on the analysis above, this might be a distinction without a difference. Whether or not there is a quorum of directors in attendance does not change the notice requirements or the fact that the meeting is open to the owners (with the limited exceptions provided above).
  • With that said, if the above scenario occurs and a quorum of directors are present, I believe that would be considered a board meeting (regardless of the director’s purpose for attending). Section 61B-23.001(1)(a), Florida Administrative Code, states that a “meeting of the board of administration” means “any gathering of the members of the board of directors, at which a quorum of the members is present, for the purpose of conducting association business.”  At first, I thought if a director attends a committee meeting as an owner and not a director that they wouldn’t be counted toward this requirement. However, upon review and reflection, I think that’s just too fine a line to draw.  I think if a quorum of directors are present at a committee meeting (regardless of the director’s purpose for attending the meeting), it constitutes as a quorum and functions as a board meeting.
Practice Considerations:
  • Make sure that a quorum of directors does not attend a committee meeting. If directors want to comment or participate in a committee issue they can do so by speaking to the committee members individually.  
  • If your association wants to have a gathering to discuss association business that’s not noticed and only open to certain owners, then a quorum of directors or committee members cannot be present. Obviously, these meetings would probably be less formal and no official action would take place, but there’s nothing wrong with less than a quorum of directors or committee members gathering privately to discuss association business.
  • If in doubt, always check the bylaws and/or declaration of your association, or give me a call to check on the legalities of meeting issues.
If you have any questions on this subject or Homeowner's/Condo Associations, please contact the author, Brandon Burg

2 comments:

  1. Our Florida HOA board says that they do not have to hold open committee meetings, they refuse to let us attend, finance, budget, by-laws, and architecture committees. Reading the FS 720 it looks like all members can attend all committee meeting, but board says no! Also they refuse to take minutes of any committee meetings.

    Our property manager will not provide us with committee schedule or minutes

    Thank you

    JBM

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    Replies
    1. yeah, committee meetings all have to be noticed and open. 720.303(2)a says: (a) A meeting of the board of directors of an association occurs whenever a quorum of the board gathers to conduct association business. 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. A meeting of the board must be held at a location that is accessible to a physically handicapped person if requested by a physically handicapped person who has a right to attend the meeting. The provisions of this subsection shall also apply to the meetings of any committee or other similar body when a final decision will be made regarding the expenditure of association funds and to meetings of any body vested with the power to approve or disapprove architectural decisions with respect to a specific parcel of residential property owned by a member of the community.

      So, if the committee is spending money or making actual decisions then the meeting has to be noticed. However, for example, if the landscaping committee is meeting with prospective bidders about the landscaping contract, that doesn't necessity have to be noticed because they aren't actually making any decisions, they are just getting information and likely delivering it back to the board for a decision in an open and noticed meeting.

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