Members of resident owned communities in Florida have the absolute right to attend meetings at which a quorum of the community association’s board of directors are present. A "quorum" is defined as a majority of the members of the board of directors. Florida Statutes Section 718.112(1)(c), which applies to condominium associations, and Section 719.106(1)(c) , which applies to cooperative associations, specifically state that meetings of board of directors "at which a quorum is present shall be open to all unit owners." Florida Statute Section 720.303(2) , which applies to mandatory homeowners associations, contains similar provisions. The only time that a condominium or cooperative association’s board of directors meeting need not be opened to the unit owners is when the meeting is between the board and the association’s attorney with respect to proposed or pending litigation, when the meeting is held for the purpose of seeking or rendering legal advice. The homeowners association statute has a similar exception that refers to proposed or pending litigation where "the contents of the discussion would otherwise be governed by the attorney-client privilege".
While the intention of Florida’s lawmakers to keep board meetings open to the members of community associations seems clear, ROC boards have, from time to time, felt the need to create their own "exceptions" to the statutory requirements. Here are just a few examples of my favorite attempts to justify a ROC board of director’s failure or refusal to comply with the requirements of Florida law:
1. The board is meeting in "executive session" and can thus close the proceedings even though a quorum of the board is present.
2. The board’s having a "workshop" or "agenda" meeting. Even though there’s a quorum present, the board’s not voting on anything so the members don’t have the right to attend.
3. This is not a meeting of the board of directors–rather, it’s a meeting of the "(insert appropriate committee name) committee"–even though a quorum of the board is present.
4. The board’s discussing some very sensitive matters (such as personnel issues or a member’s failure to pay maintenance fees) and the meeting is closed to protect the privacy of the individual(s) being discussed.
5. A quorum of the board just happens to show up on a regular basis at the same table at a nearby restaurant or wanders into the small conference room next to the community’s office every Monday morning. Of course, no association business would ever be discussed at these "coincidental" gatherings…
As I continually advise my ROC clients, if it looks like a duck, walks like a duck and quacks like a duck…it’s a duck! Regardless of what an ROC’s board wants to call it, if you get a quorum of the board in a room together (or on a conference call, or in an internet chat room, for that matter), you’ve got yourself a board meeting and unless the very specific exception for seeking or receiving legal advice in regards to pending or threatened litigation applies, the meeting must be properly noticed and all association members have the right to attend.
Of course, the rules of reason apply. The presence of a quorum of board members at the pool, at a social event in the clubhouse, or our seasonal ROC seminars usually won’t constitute a "board meeting". However, board members should be aware of the fact that the minute that it appears to even one association member that a quorum of them are getting together (whether meeting in a corner of the clubhouse or by the pool even if during a purely "social" event), the board sets itself up for a claim that it is violating Florida law by having a ‘closed meeting". Those of you that have heard me speak know that I firmly believe that (a) every ROC has at least one resident "gadfly" whose sole purpose in life seems to be making board members’ lives as miserable as possible and that (b) the minute an ROC’s residents have any reason to believe that its board of directors are meeting "behind closed doors" those residents will immediately assume that the directors are up to no good.
You don’t want to give the gadfly any ammunition and you want to keep your ROC happy and healthy…so keep the meetings open and let your ROC members see the hard work your ROC board does to make your community a great place to live.