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Condo Q&A: Do emails count as a board meeting?

Condo Q&A: Do emails count as a board meeting?

Question:Is it considered a meeting of the board of directors if the president or another member of the board emails the other members of the board seeking a discussion about an issue to be brought before the board at an established board meeting occurring at a later date?

— J.J.

Poliakoffs: The issue you’ve raised is a very common one, and frankly we’ve heard different attorneys give different answers as to whether email discussions among directors in between board meetings are prohibited (though, frankly, we don’t think the answer is much in question). The issue also indirectly raises some common misconceptions about condominiums and open meeting laws.

Many people seem to believe that condominiums in Florida need to abide by Florida’s Government-in-the-Sunshine Law. They don’t. The so-called “Sunshine Laws” apply to government organizations, and condominiums are private organizations (though they do have many pseudo-governmental features). Instead, the Florida Condominium Act, Section 718, contains provisions that are similar to some of the open meeting requirements of the Sunshine Laws. For example, meetings must be open to residents (with limited exceptions), must be noticed at least 48 hours in advance (if not longer) and a quorum of board members (usually a majority plus one) are prohibited from meeting and discussing association issues in private.

So generally, any gathering of a majority of the board to discuss any matter that may reasonably come before the board is deemed to be a board meeting and cannot be held without notice, posting of an agenda and the opportunity for the unit owners to be present and to speak on the agenda items. It is however permissible for less than a quorum of the board to meet and discuss board business. To that extent, meetings of community association boards differ from government organizations, for whom there can be no gathering of two or more elected officials or members of a committee to discuss matters that may come before the board or committee. As far as emails go, we believe that, since the intent of the law is to ensure that owners may be heard on any agenda issue, and since statutes are strictly construed, that a quorum of the board may not conduct business via electronic means, because doing so deprives the members the opportunity to participate in the meeting and constitutes a discussion of association business among more than a quorum of board members.

Gary A. Poliakoff and Ryan Poliakoff are co-authors of New Neighborhoods—The Consumer’s Guide to Condominium, Co-Op and HOA Living. Gary Poliakoff is a founding principal of Becker & Poliakoff, P.A., and Ryan Poliakoff is the Vice President of Management at AKAM On-Site. Email questions tocondocolumn@becker-poliakoff.com. Please be sure to include your hometown.

 

5 Responses

  1. Joseph says:

    I just came across this article. Does an email by a board member to all the other board members suggesting what should be on an agenda constitute a meeting?

    One board member on a board I currently sit on accused another of the email being illegal.

    Essentially the president of the board is not adding agenda items that the rest of the board want to discuss to the agenda and therefore are making it impossible to ever discuss the items. How does the board go about setting the agenda if other board members cannot make suggestions?

  2. BettyThompson says:

    Can a Board of 5 meet privately to discuss the procedures to be used at a meeting, I.e..familiarize new Bd members with Robert’s rules? No community business to be discussed.

    Also, as a non-voting Recording Secretary can I email copies of the minutes/Agenda to Board members ahead of published meeting?

  3. betty drury says:

    Ammendment was made on 1st July 2014 stating that boards may discuss issues by email but may not vote

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  5. David Fineman says:

    I live in a condo association in Boca Raton. I would like to have a satellite dish installed to receive Direct TV. The only suitable location is the eave of my roof. I live in Whisper Walk where the buildings are one floor. I was told by the president of my condo association, this is common area, and cannot be used. However, the documents say nothing about installing a satellite dish. What would you suggest I do?

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