Q: We have a five-member board and the board has said that they are only required to post notice of a meeting when three or more board members are together. However, we have learned that often, two board members will meet and discuss the association or that there will be phone calls between two board members discussing the association. Aren’t these conversations subject to the Sunshine Laws and are required to be open to the members? (D.M., via e-mail)
A: No. A board “meeting” occurs when a quorum of the board is together (in person or remotely) to conduct association business. Discussing association matters is considered the conduct of association business.
Typically, a quorum of a board is a majority, which would be three board members in your case. Two members of the board may meet and conduct association business without notice, as this is not a “meeting” as defined in the statute.
Generally, notice for board meetings is required to be posted 48 hours in advance on the condominium property, along with a copy of the agenda for the meeting. Some bylaws require more stringent posting. Further, each director is individually entitled to notice of the meeting in the manner set forth in the bylaws.
There are certain board meetings which require 14 days’ mailed and posted notice to all members, including (in cases where the condominium documents vest the board with the requisite authority for the action): adoption of non-emergency assessments; adoption of rules regarding unit use; adoption of the annual budget; adoption of amendments to the annual budget; setting insurance deductibles; and authorizing electronic voting by members.
Owners have the right to attend board meetings and speak to all designated agenda items. Board meetings may be closed to owner attendance for board meetings regarding personnel matters, and board meetings with legal counsel to discuss pending or proposed litigation. Owners have the right to record meetings of the board. The board can adopt rules regulating owner recording procedures and owner statements at board meetings.
These are the so-called “Sunshine Laws” applicable to condominium associations, although Florida’s Government in the Sunshine Law does not apply to condominium associations, and the use of the term is more in the nature of industry slang.
Q: It is my understanding that Florida law permits our association to adopt reasonable rules regarding the inspection and copying of official records. Do you have any guidance on what rules are “reasonable” and acceptable? (S.S., via e-mail)
A: Section 718.111(12)(c)1 of the Florida Condominium Act provides that condominium association may adopt reasonable rules regarding the frequency, time, location, notice, and manner of record inspections and copying. Section 720.303(5)(c) of the Florida Homeowners’ Association Act provides that homeowners’ associations may adopt reasonable written rules governing the frequency, time, location, notice, records to be inspected, and manner of inspections, but may not require a parcel owner to demonstrate any proper purpose for the inspection, state any reason for the inspection, or limit a parcel owner’s right to inspect records to less than one 8-hour business day per month.
These rules should be prepared by your association’s legal counsel. The rule should address how records requests must be made, for example whether e-mail is permissible. The rules should make provision for situations where voluminous records are being inspected, perhaps permitting the inspection to be broken up into blocks of time so as to not unduly interfere with association operations.
A well drafted rule will also address how owners may request copies, how the copies will be provided, and the cost. Your rule should also address how records that are primarily stored on computers may be inspected and how copies are made.