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 HOA business, the correct forum is an open meeting. The structure and requirements of an open HOA meeting lend to transparency and fairness since members can express their views about important issues that affect the community at large.
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.
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.
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 Statues 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 s closed meeting. Having an experienced Florida HOA attorney on call to discuss these and other HOA 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.