Richard White: Members must write for permission to speak at meeting

Q. I live in a small homeowner association. Each month, a footnote is placed at the bottom of our meeting notice that says, “Members wishing to speak on any agenda item must file a written notice prior to the meeting.” I understand that anyone wishing to speak about matters that are not on the agenda should submit a request to speak, but in a meeting it would seem that any owner has the right to talk. You said that members have a right to make brief remarks. Would you clarify your remarks? D.E. — Winter Haven

A. Your board is acting properly in their procedures to allow members to speak briefly on an agenda item by submitting a written request in advance of the meeting. Keep in mind that a board meeting has an agenda for the board to conduct business. It is not a meeting for members to address personal problems or concerns. The members elected the directors to operate the association. When you have concerns or personal problems, write the board and direct them to the board.

Q. What are the responsibilities of the director at large on a five-person board of a condominium association? R.L. — Tampa

A. The officers and directors of the association and community have a fiduciary duty to the members of the association. The directors are responsible for the management and operations of the association. The board is composed of two parts: the directors and the officers. While the members elect the directors, the directors elect the officers. Only the directors vote on matters, conduct business and have the total responsibility to the members. The officers receive duties from the directors and the documents, usually the bylaws. To put it more clearly, while the officers have the duties to accomplish the work, the directors have the responsibility to monitor and make decisions. Directors have the legal responsibility of exercising control over the officers and affairs of the association. This is often confusing because most often the officers are also directors and have two distinct duties. At board meetings, the officers report to the directors. The directors discuss and vote on matters for the association and then the officers must comply with the approved motions. The term director at large is only a title unique to your association. That person is a director who has responsibilities to make sure the association is complying with statutes and the documents. It means they must read and digest reports so that they understand the functions and are able to give opinions and vote on matters.

Q. I live in a mobile home park where we own our own property and belong to a homeowners association. We have held board meetings for years, followed the next day with a meeting with the members of our park at which time they make decisions pertaining to park business. This year, our committee informed us there would be only a board meeting which we could attend but could say nothing and would not be able to vote on decisions. When questioned, they told us it was a state law and they could be fined if we did not operate this way. Is this true? C.V. — Tampa

A. While the statutes do outline the meeting procedures, your documents would be the source for your meetings procedures. Almost all associations operate on a republic type representative board of directors. The members elect the board to manage and operate the association. If your documents say the members vote on all business matters, then you are an extreme minority. That means your association operates as a democratic association. If you do not understand the difference, I suggest that you read about the two types of governments. One thing in your question that is contrary to the statutes is that members can address agenda items at board meetings. The statutes also say that the board can establish rules for the members to talk. That would include a written request before the meeting to include a specific agenda item and the board can limit the time any person can talk. A very important section in the statutes says that the board has the responsibility to manage and operate the association. If the members vote on the management or operations, then how can the board assume the duty?

Q. In reference to your answer regarding the Sunshine Law, please clarify what action a nonquorum of board members can take as opposed to a vote from the complete board. Second, please describe the limited action that can be taken by a nonquorum by giving a practical example. B.E. — Miami Beach

A. The following examples consider that your board has five or more directors, since less than quorum is the key to private meeting. The directors at board meetings cannot conduct every business action required to operate the association. I often use the term day-to-day business to define association business that must be performed daily or weekly between board meetings. That is the primary duty of the officers. One example is to sign checks where two officers meet in the office to approve the invoices and sign checks. They have the authority to pay the bills by motions previously approved or recurring expenses approved within the budget such as electric costs. Another would be where a property inspection takes place and less than quorum of directors carry out an inspection. Another would be to meet to interview prospective new residents or meet with owners with problems. It would include committee meetings where less than a quorum of directors and committee members meets to provide answers to the other board members. There can be a pre-meeting to discuss the agenda with only part of the board attending, less than a quorum. The president and other officers would review the upcoming business that needs to be discussed at the next board meeting and complete the agenda and meeting package. An exception would be a planning or committee meeting to prepare the budget must be an open meeting for the members to attend.

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Richard White is a licensed community association manager in Florida. Questions should be mailed to him at 6039 Cypress Gardens Blvd. # 201, Winter Haven, Fl. 33884-4415; e-mail CAMquestion@cfl.rr.com. To be considered, questions and comments should include the author’s name and city. Questions should be about association operations, not legal matters.

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