Taking The Lead

In Florida Condo And Homeowner Association, Real Estate, And Business Law

Some of Our Board Members are Being Frozen Out. Is this Legal?

On Behalf of | Jul 5, 2018 | Condo / HOA, Firm News |


. I am a member of the Board of Directors for our condo association. Last year we had a change in the makeup of our board. There was not an election due to the fact that only 7 people put their name in. The new board has 4 of the 7 that are working together and are not including the rest of the board. The minority part of the board has never seen or given the opportunity to see new contracts for management and landscaping. Further, there have been Board meetings during the day when the directors who work cannot attend. I asked if they were ever going to consider our schedules when having these meetings and I was ignored. Is any of this legal? I was under the assumption that the whole board needs to be involved in all of these matters.

A. There appear to be several problems here based on your question, but your first move is to review the association’s bylaws with respect to proper notice for Board meetings. Most board members are aware that they need to provide at least 48 hours notice to the members in advance of a board meeting. However, board members often fail to provide adequate notice to the other directors when scheduling a meeting. The meeting is often “scheduled” via email without adhering to proper procedures in the bylaws. Any decisions made without providing proper and fair notice to all board members will likely make that decision legally invalid.

Once you or your legal counsel have determined the proper method of notice, you should send a letter to all board members advising of any violations and that you intend to file a complaint with the Division of Condominiums in Tallahassee if the 4 directors continue to operate privately. While 4 out of 7 directors may be a quorum, which is necessary to even have a legal board meeting, all 7 directors are entitled to proper notice so that they can make arrangements to attend meetings. If the 4 board members are circumventing the bylaws and making decisions without adequate input from all directors, those 4 board members are at risk of being sued and/or disciplined by the Division.