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E-mails, Instant Messages (IM), Twitter & Board Meetings

Magazines/Newspapers, TV shows, movies, and radio programs are all a buzz about people communicating instantly through Twitter, IM, e-mails and the like. Too often we are tempted to shoot off an email or see someone on IM and shoot them a quick message and this temptation is seeping into the way in which Board members communicate with each other. Can these communications be considered Board Meetings? Florida case law has yet to answer this question. Both Florida Statutes Section 718.112 and 720.303 provide that a Board meeting exists whenever a quorum of the Board meets to discuss Association business. Merriam-Webster defines meet as “to come into the presence of”; “to come together with especially at a particular time or place”; “to come into contact or conjunction with.”  The term “meet” originally required in-person meetings and has since been expanded to include meetings conducted telephonically. Without any legal precedent to guide us, we need to look at the word “meet” as a communication of the Board which provides for instant responses/interactions amongst the Board members. Accepting that, e-mails should not be considered a meeting since responses could take minutes or hours or even days to be sent. For the responses to be instantaneous, the Board would have had to agree to all be available via e-mail at a set date/time. IM on the other hand, is more along the lines of having a conference call and therefore could more appropriately be deemed a Board meeting when a quorum of the Board is present in the IM chat. Even with the above delineation, the Board needs to be very careful to ensure that when a quorum of the Board is communicating outside of a properly noticed meeting that no decisions (no matter how large or small) are made. This avoids arguments in litigation that the action of the Board was improper and therefore invalid. Stay tuned, my next posts will touch on whether these items are considered “official records” of the Association.

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  • michael zakin
    August 24, 2010

    lets say a board of directors is emailing information back and forth to each other. One of the directors forwards these emails to unit owners Not On The Board, is it illegal to forward these emails. I was assuming that a board of directors of a condo association should be very careful about what they write in an email as it could be used against them if a legal situation ever arose. What do you think?
    RESPONSE: The use of email is a very charged issue. There are questions whether the emails are official records, whether the board is conducting business by email, etc. You are absolutely correct, the board should use email very carefully, as the information is likely to become public in one way or another.

  • Irving B Ross
    September 13, 2010

    I contacted the Attorney General’s Office of Florida (850) 245-0197, and was informed that the Florida Sunshine Law does not apply to condominiums. I also contacted the Department of Business and Professional Regulation (850) 488-1122, and was informed that there is nothing in their statute that states emails among condominium Board Members (and its management company) constitute a meeting of such Board.
    In light of this information do you believe that there is any problem with email communications to the members of a Condominium Board, and its hired property manager, wherein there is a sharing of ideas, thoughts and comments on subjects that will possibly be considered by the Board in a subsequent monthly Board meeting?
    In all cases, no decisions will be made by email. Any discussions via emails that result in actions will be ratified at a formal Board Meeting properly communicated to the unit owners. Copies of all such emails will be retained and made available to unit owners if requested. What are your thoughts?
    RESPONSE: There is a distinct difference between the Government in the Sunshine Law and the requirements of the Condominium Act.

  • Board Member
    April 11, 2012

    What about the use of a discussion board on a property manager provided website as a substitute for emails? It is available only to individuals with an ID to the site who are also coded as “Board Members”. This is somewhat similar to an IM chat, but the participants are probably not all posting at the same time.