SO WHEN CAN THE CONDO/HOA BOARD HAVE A CLOSED-DOOR MEETING?

In both condos and HOAs the Board must make sure that if a quorum of the Board members meet to discuss association business, that get together is properly noticed and the unit owners have the right to attend.  You know why? Because it’s a meeting.  It’s not a workshop, a gathering,  an “off the record” get together or any other fancy word to avoid the notice requirements under Florida Statute 718 or 720.

What Boards want to know however is when can the Board have a meeting that does not need to be noticed and where the owners don’t have the right to attend?

Both Florida Statute 718 and 720 have two ways to have that closed-door meeting:

1.     Meetings between the board or a committee and the association’s attorney, with respect to proposed or pending litigation, if the meeting is held for the purpose of seeking or rendering legal advice; or

2.     Board meetings held for the purpose of discussing personnel matters.

The first exception seems simple enough.  If you’re discussing proposed or pending litigation, as long as the attorney is present, either by ZOOM, phone call or in person, the Board has the right to make it a closed door meeting.  The meeting should still be noticed however as a closed door attorney/client privileged meeting.

The second exception is a little trickier.  What is a personnel matter? And who are “personnel” exactly?  In the arbitration case of Vegas v. The Clarendon Condominium Association, Arbitration Case No. 23-06-1977, the Board held 7 closed door meetings alleging that personnel matters were being discussed pertaining to the then-current management service company, the front desk Security Company, and proposals from companies intending to replace the management company.   The arbitrator held that they were not “personnel” matters which would only apply to employees of the Association. The management companies involved were not employees of the Association who were paid salaries by the Association and given W2 forms for tax purposes. The companies were third party independent contractors who served as agents for the Association. Rule 61B-23.0022, Florida Administrative Code, provides in part:

“For purposes of this rule, a worker shall be considered an employee of an association where the association pays or deducts, for or on behalf of the worker, social security tax, unemployment compensation taxes, and federal withholding taxes.”

The bottom line is that the law is intended to make very few exceptions to the requirement to provide notice of all board meetings and the right of owners to attend.  When in doubt, ask association counsel.

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