Florida HOA Laws
In the world of homeowners associations, as a member of an HOA board of directors, you have a responsibility to its homeowners. Conducting effective meetings in compliance with all applicable rules and regulations can significantly impact the efficiency and accountability of your board. But what exactly are the rules for board meetings in Florida, and how can you ensure that you’re following them? In Florida, the legal framework for homeowners associations is defined by the Florida Statute Chapter 720, also known as the Homeowners’ Association Act. This statute outlines the purpose and process for meetings, the requirements for notice and quorum, and the rights of members to attend and speak at meetings. The Florida Department of Business and Professional Regulation (DBPR) also offers a guidebook titled "The Florida Homeowners’ Guide to Deed Restrictions , Covenants, and Board Member Responsibilities." This guide, while directed at non-profit and for-profit community associations, provides essential information for HOA board members and constituents. It explains the process by which homeowners can express their frustrations with their association and offers guidance on dealing with resistance to change. DBPR’s "Homeowners’ Association/Condominium Association Disclosure Summary," while more general in nature, contains relevant links to the relevant Florida statutes and administrative code. Familiarizing yourself with the ins and outs of the Florida Statutes can help to make you an effective HOA board member.
How Meetings are Scheduled and Noticed
Florida HOA board meeting rules provide a framework for scheduling association meetings in accordance and offering notice in an appropriate manner. Board meetings are to be held at the times designated and at the places determined. The governing documents of a community association generally provide the authority to set the day, time, and location of board meetings. It is very important to adhere to the rules pertaining to board meetings and the notice requirements in order for the business transacted at a meeting to have the force of law.
With respect to regular board meetings, Florida Statute Section 720.303(2)(b) requires that the meetings of the board of directors of a homeowners’ association "shall be held at least monthly, and notice of meetings of the board shall be posted in a conspicuous place within the association." Homeowners’ associations can also abide by their own rules and regulations which can require more notice of board meetings than the notice required by law or provide for a different manner of providing notice beyond simply posting a notice in a conspicuous place. The notice of regular board meetings could be posted on a website as well. In addition, some homeowners’ associations have provisions in their governing documents that require mailing, electronic delivery, or both for notice of board meetings.
In the event that an issue arises, such as a quorum not being present or not all directors being elected by members in the last election, and the board calls a special board meeting to deal with the issue, then for such a board meeting, "the notice shall specify the purpose of the meeting and shall be mailed, delivered, or electronically transmitted at least 7 days before the meeting to the members entitled to vote and shall be posted in a conspicuous place within the association at least 14 days before the meeting."
For board meetings scheduled with less than 48 hours’ notice to the owners, including emergency meetings, the meeting must be posted in the community and electronically listed on the association’s website (if applicable) 14 hours prior to the meeting.
Conducting Homeowners Association Meetings
An HOA board that conducts meetings in accordance with the association’s governing documents and applicable law is well on its way to effective decision-making and member satisfaction. The Sunshine Law states that all meetings of boards of directors of HOAs (with a few limited exceptions) must be open to the members. Given a non-adversarial statutorily directed statutory purpose, it makes good sense for the board to keep owners informed of matters of concern and create a sphere of trust.
With that in mind, below are our HOA board meeting best practices:
Agenda. An agenda should be provided to the membership in advance of the meeting, if practicable. The agenda should include the date, time, location, and proposed agenda items. The agenda should correlate with the notice of meeting provided to the members and can serve to focus the board’s attention and the attention of the membership on particular topics.
Time Lag Anticipation. When attending the board’s regular monthly meeting, every owner expects to sign in (some communities require it), and see the same board members, in the same seats, talking about the same issues, as they’ve been doing for years. If you’re on the board, however, is that the experience you would like if you were not an owner? The time of year (or even the period of the day), can help focus the board and owner attention on issues of importance. For example: Holiday Season (December). Owners may care about the holiday decorations. If the association places decorations around the community, it needs the time and effort from its members’ volunteers who do the decorating. By the time December rolls around, those volunteers are getting a bit tired. So, when drafting the agenda for December’s meeting, give the volunteers a break and address next year’s plans for decorations. The same is true for other "fun" events – place them at a time of year when the board and management may want or need a little break.
Welcome New Board Members (January). If you have new board members, the start of the new calendar year is a good time to introduce them to the members of the association. Invite past and current board members, and other volunteers, to join the board and the new members meet and mingle.
Budgeting Season (March-August). While it may seem to be a nuisance to finance a special meeting of members to consider the budget, understand that not all owners can attend mid-week evening meetings. If you truly want the members’ guidance and acceptance, schedule the meetings with its voting right and absorption of financial information to a 10 am Saturday morning time – when most owners will be able to understand and comment.
Regularly Scheduled Regular Business. We can’t say enough – try to stick to the published agenda and timetable! Under Florida law, basic procedural rules for boards of HOAs exist to help facilitate regular business of the association and allow members to efficiently participate (and if necessary, monitor) their association’s governance. Making an effort to follow board meeting best practices right from the start establishes an atmosphere of mutual respect, participation, and responsibility that will go a long way toward ensuring positive results year after year.
Member Rights to Attend and Speak at Board Meetings
One of the most important clarifications a Board meeting rules document can provide is with respect to homeowner member participation at the meeting. While the time and place of the meeting and the topics to be covered are generally public elements, what members can and cannot do during the meeting is often less clear. According to Florida law, members in attendance must be afforded an opportunity to speak or otherwise participate in the meeting with respect to any matter that is up for discussion or a vote. That general rule does not mean that members are free to speak at any time they want. Boards may establish reasonable rules for speaking or participation at a meeting such as time limits; mechanisms for sign-up by members wishing to speak; and prohibitions against speaking more than once on a particular topic or having representatives speak for one or more unit owners who may be absent from the meeting. While members cannot be entirely excluded from participating in Board meetings , they do have limited rights for participation – as interpreted by the Courts – where the Court in the Gateway Condominium Association case held that members do not have the right to participate in Board meetings to the extent their participation would violate the provisions of Chapter 718 (the Florida Condominium Act), the association’s governing documents or the rules of parliamentary procedure as may be adopted by the Board. The Court’s finding reinforces the Board’s prerogative – with limitation – to control the flow of the meeting and maintain order as long as the control is applied in a uniform and consistent manner.
Common Pitfalls and Solutions
Despite the best efforts of boards and management to follow the law, there are a number of common challenges boards face when complying with the law—and more particularly their governing documents—in connection with board meetings. Some of these challenges are outlined below.
The number of directors required to hold an official meeting is termed a "quorum." Many homeowners associations have a small number of directors, for example, 3 or 5. If one or two directors is absent from a meeting the board may lack a quorum to take action.
The Fix – First, make sure you have good information about your directors and who is present. This sounds simple, but it is vital to avoid unnecessary meetings. It may be better to cancel a meeting rather than attempt to continue when you do not have a quorum. Second, if you do not have a quorum to take action (with respect to any action other than adjournment), you will need to have a special meeting or a reconvened meeting. We recommend giving the required notice and using the special meeting procedures set forth in the Florida Statutes to avoid some of the limitations imposed if you’re attempting to continue a prior meeting.
Most governing documents provide that "special meetings" can be called of the members of the association. Some governing documents require a meeting of the members to consider many issues which may be more appropriate for the board of directors to consider, such as the approval of a special assessment or amending the documents.
The Fix – Call the special meeting of the members pursuant to your governing documents and state the purpose of the meeting. In most cases you will be complying with your governing documents and the law by doing so. Be aware that special meetings must focus on the item(s) described in the notice. They cannot be used as a general business meeting. Doing so may result in your meeting needing to be adjourned.
Tangential board members without apparent conflicts or personal agendas may face strong reactions from certain members of the association. As a board member, while you cannot control the actions of others, you certainly can minimize conflict with those individuals.
The Fix – A cordial and professional manner is always recommended. Speak to opponents in a calm voice and do not engage in negative confrontation. Be sure that the remaining board members are all well-informed, appear unified at the meeting, and are able to articulate their reasons for their position. Always remain courteous and professional.
Board members should encourage owners to attend meetings but discourage disruptive behavior.
The Fix – Speak to the disruptive owner before the meeting. Explain that while all owners are welcome to attend meetings, they are encouraged to only speak at designated times. If disruptive behavior continues, the president should interrupt the homeowner and inform him/her that the board will not continue with the meeting as long as the member continues to disrupt the proceedings. If further disruptions continue, the president should advise the offending member that he/she should leave the meeting and that action will be taken against the owner if he/she again disrupts the meeting. If the disruption continues after the first warning, the president should promptly adjourn the meeting and advise that the meeting will be reconvened on specific date and time. The board must then determine whether to follow up with legal action or notify law enforcement if the member’s actions are severe enough.
Non-Compliance and Its Consequences
Failure to adhere to Florida’s HOA Board Meeting Rules can result in legal consequences, both for the association and individual board members. Possible penalties for the association and individual board members include:
1. Injunction Against Assessments. Violation by an association of pertinent provisions of Chapter 720 might justify the issuance of an injunction at the request of an injured party under Section 720.305(1) Florida Statutes. This act is essentially a "petition for order for involuntary dissolution" of the association if the violation is not corrected. According to Section 720.305(1), if the court finds that the failure to comply with Chapter 720, F.S. is substantially likely to have occurred, it may issue "an injunction or a mandatory injunction, along with a judgment for damages and for the reimbursement of reasonable attorney’s fees and costs incurred in bringing the action, against the association or the board." The court shall also appoint a receiver to oversee the property of the association if dissolution is required . Any owner injured by a violation shall have standing to bring the action to enjoin a violation of any provision of Chapter 720.305, F.S. However, a court would only award injunctive relief against the association if:
2. Damages Asserted by Injured Party. Further, an owner injured by a violation by an association of the provisions of Chapter 720, F.S. may be entitled to damages in an amount equal to his actual damages or the common expense assessment for not complying with the provisions of Chapter 720, F.S. for up to 12 months, whichever is less. The injured owner must commence the action within 5 years after the date of the violation. Additionally, the injured owner is entitled to recover reasonable attorney fees and costs from the association. However, no member of the board of an association, the management company, its affiliates or the employees of the association may be held personally liable for the failure to comply with the provisions of Chapter 720, F.S. unless the member knowingly violates these provisions for unwarranted reasons.