Homeowners Association (HOA) open meetings can be held in open sessions where all members can attend. Alternatively, HOA meetings can also be held in closed, private sessions that are not announced to the community of members.

Deciding which topics warrant discussion in a closed session or open session must be done with care. HOA or COA members may take exclusion from closed meetings as a sign that their input isn’t welcome and may assume they are being kept in the dark. On the other hand, members may be dissatisfied if they feel discussion of a personal matter in an open meeting exposes their business to the community.

Either way, addressing certain matters in either an open or closed forum can result in member dissatisfaction or even legal issues for the board.

When Open Meetings are Appropriate

When discussing annual budgets, contract negotiations, rule changes, financial decisions, property changes, and other general association business, the correct forum is an HOA open meeting. The structure and requirements of HOA open meetings lend to transparency and fairness since members can express their views about important issues that affect the community at large. Although HOA, COA, co-op, and mobile rental communities vary in there rules and regualtions, there are many similarities that allow generalization in terms of how meetings are held.

In order to be considered an open meeting, all regular members of the association must be invited to attend no later than 48 hours ahead of the meeting. The meeting announcement can be a flyer posting, general text message, email and/or physical newsletters that includes the meeting date, time and venue as well as the topics to be discussed.

“Deciding which topics warrant discussion in a closed session or open session must be done with care.”

Typically, open meetings include the regular association meetings that take place on a biweekly, monthly or quarterly basis in which general community business and operational matters are discussed. Open meetings include the following types:

Annual Meetings: Yearly gatherings for associations (including HOAs, COAs, co-ops, and mobile home rental communities) play a vital role in propelling the organization’s operations forward. Beyond conducting elections for the board of directors, where fellow homeowners select new members to serve on the governing body, these annual meetings provide a platform to keep the association informed about developments within the community. Additionally, the board can seize this opportunity to present the annual budget to the membership for their review. The timing of each community’s annual meeting is dictated by the specific requirements outlined in the association’s bylaws, typically occurring around the same period each year. To ensure optimal outcomes, the planning process for the annual gathering should commence several months prior to the scheduled meeting date.

Committee Meetings: During committee meetings, board members follow a similar agenda to other open meetings. Community members receive notification of the meeting’s date and time within a timeframe ranging from seven to 30 days prior, contingent upon the association’s guidelines specific to that meeting. A designated lead committee member assumes responsibility for recording minutes and documenting crucial information. Typically, committees compile committee reports to be presented at open meetings, keeping the board informed of their activities and progress.

Emergency Meetings: An emergency meeting for an association is a gathering convened to address unexpected occurrences or pressing situations that necessitate immediate action. Such meetings may be called to respond to natural calamities, sudden financial crises, or security concerns that demand prompt attention. Typically, these would be open meetings.

Regular Sessions: The most prevalent type of open association gathering is an association’s periodic regular session. These assemblies typically occur on a monthly or quarterly basis, or as the need arises. They serve as a platform to conduct the community’s affairs, including discussions on financial matters, budget adoption, and other operational concerns. During these forums, members of the community have the opportunity to voice their opinions, raise concerns, and address issues with the board prior to voting on matters at hand.

Special Meetings: These meetings are convened for a particular purpose and can solely deliberate on items explicitly outlined in the meeting notice, typically falling outside the realm of routine business matters. Usually held as open meetings, instances warranting these gatherings include the authorization of amendments to governing documents, the recall of one or more members of the Board of Directors, voting on issues pursuant to the association’s bylaws, and the consideration of special assessments.

Work Sessions: Work sessions are open gatherings organized by the board to engage in detailed discussions and comprehensive reviews of various matters. Decisions are typically not made during these sessions and attending members are generally allowed to be present only as observers rather than active participants. Work sessions serve as a platform to delve into intricate details related to specific budgets, landscape projects, or other subjects that require in-depth deliberation and analysis.

When Closed Meetings are Appropriate

Closed HOA meetings, sometimes also called “executive meetings”, are only attended by members of the board of directors. Sometimes advisors and one or more members of the community may also attend, depending on the matter to be discussed. Either way, closed meetings are held in private, away from the public eye, and the records or minutes of what transpired during these meetings are generally not made accessible for public scrutiny.

A board would usually hold a closed meeting when sensitive information is involved. This may include a session where a lawyer is providing legal advice to the board prior to litigation, a session called to handle a particular dispute between members or between members and the board, certain human resources discussions related to employees or specific contractors and discussions related to fines and violations of s specific member.

It’s important to note that, sometimes, a member may actually request that a private matter related to a dispute be done in an open meeting. If the member is involved in the dispute then the board may agree to hold the meeting in an open forum instead.

A rule of thumb about closed meetings is that they should only be called with a view to protect the privacy of HOA members, employees and contractors and should not ever be used as a means to disenfranchise any members.

The Importance of Legal Counsel

In Florida there are certain rules related to association meetings that need to be followed for an HOA or COA to be considered in compliance.

For example, Section 718.112(2)(c)3 of the Florida Statutes allows condominium associations (COAs) to hold executive or closed meetings in two circumstances:

If the association is meeting with an attorney to receive legal advice or prepare for litigation

If the association is discussing personnel matters

Care should be taken as to whether discussion of similar matters such as vendor (as opposed to employee) performance can be discussed in a closed meeting. Having an experienced Florida association attorney on call to discuss these and other compliance issues can avoid significant legal exposure for the board.

South Florida Law

The complexities of Florida Housing Association and Condominium law make it difficult to remain compliant without the support of an experienced legal counsel. If your board is considering closed meetings in the near future, be sure not to “go it alone”. Here at South Florida Law, we have boutique firm attention to detail with the big firm resources necessary to ensure compliance. Call us today at 305.900.8885 or reach out via our contact form.