Published June 2022
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We have a board of nine members, and for part of the year five members go north for the summer. One board member says that in Chapter 720 it states those “absentee” members have no say so whatsoever while out of the park. Is there any validity to this statement? I cannot find it in Chapter 720.
Chapter 718 Condominium and Chapter 719 Cooperative statutes are clear that absentee board members may attend, count toward the quorum, and fully participate and vote via speaker telephone or real time electronic videoconferencing.
Chapter 720 Homeowners Association statute is silent except for Section 720.316 under special emergency powers.
There is nothing in Chapter 720 that prohibits board members from attending via speaker telephone or real time electronic videoconferencing, so most of them do.
Since half of all Florida board members go north for the summer and board members still need to conduct business while away, it is unreasonable to believe that only those on site can meet and make decisions. In several of my communities, ALL board members go north for the summer.
A very reputable HOA attorney in West Palm Beach, Scott Wortman, tells me that when Chapter 720 is silent, follow procedures in Chapter 718.
If your contrary board member persists in his thought, you’ll want to get your attorney’s opinion.
A Zoom board meeting where all three members were present was adjourned. Then two of the board members decided to have a meeting with our management company CAM. They made decisions on a few items. They did not tell the third board member about this impromptu meeting. I thought this was totally against all board ethics.
It doesn’t seem right, but it depends on the “decisions” that were made. If they were operational decisions such as pending maintenance or the status of delinquencies or approval of invoices or something else of that nature that does not require a board meeting; there may be nothing wrong with the impromptu meeting.
Otherwise, if your board seats are set at three, then when two members meeting together to discuss association business such as signing contracts, imposing fines for violations, or spending money for items not budgeted, it is a meeting and should have a notice and itemized agenda posted 48 hours in advance on the association property.
Ethics are not statutes. Likely your board should create policies and procedures setting parameters for impromptu meetings with the CAM.
Some of the board members want to change things in the clubhouse kitchen, add a new section of countertop, add a stove (which will require some electrical work), and enclose a doorway. To me this is a material alteration and as such requires the vote of the membership.
Our governing documents say that “material alteration of or substantial additions to the common elements may be effectuated only by vote of a majority of the total voting interest of the association present at a meeting called for that purpose, in person or by proxy.”
The statute does not define material alteration, but the generally accepted definition is “any change from the original scheme or design of the developer,” and that usually means down to the color of paint, type of carpet, etc.
To be on the safe side, I would have a membership vote. A quorum must be present in person or by general or limited proxy to call the meeting to order.
All voting in a condominium and cooperative must be with a limited proxy. No show of hands ever is sufficient except to approve the previous meeting minutes and to adjourn. So, one limited proxy per person. Each person does his or her own voting. Limited proxies should be fully completed by the owner before being turned in.
The language you quoted from your documents calls for “little vote”—a majority vote of those present, which is a smaller vote than the statutory default for condominiums of 75 percent of the total membership (2/3 of the total membership in a cooperative). So, assuming you have a quorum or more present, the vote would be 51 percent of that number present, in person or by proxy.
All membership meetings require a 14-day written notice and agenda mailed to owners. Don’t forget to post it and complete your affidavit of mailing.
Editor’s Note: This is part two of a two-part series. Part one was published in the May issue and examined several reasons for why boards practice micromanagement.
If boards micromanage because they do not know what else to do, then the obvious solution is to show them a different way. If boards micromanage because they are concerned and/or scared, then the obvious solution is to calm those fears.
The following exercise can assist the board members in seeing what is important and how they are spending their time micromanaging. This is a good lesson and eye-opener, and hopefully it will lead to discussions regarding the role and authority of the board.
Take a closer look at the past six months’ agendas and determine how many items continue to be carried over as “unfinished business.” Determine if the manager has clearly defined the goals and an action plan.
What percentage of your time are you spending talking about the impact the association is making and can make in the community and the strides you could be making to further your mission?
What percentage of your time are you spending on the vision, values, and ethics by which you will make decisions?
First and foremost, the board must focus on establishing their mission with management! A healthy community. A safe community. A structurally and financially sound community. A community rich in social activities and good communication.
Clarifying expectations sometimes takes a great deal of courage. It seems easier to act as though differences don’t exist and to hope things will work out than it is to face the differences and work together to arrive at a mutually agreeable set of expectations!
An active discussion like this will help you gain a better understanding of the board’s mindset and get a peek into what causes them to micromanage you.
By having such discussions regularly and constantly reminding them of the best ways to operate together, you can realign their tendencies to micromanage and help shift to more effective management.
Draft a strategic plan, wish list, and action items and prioritize in setting goals for both management and the board. Set a timeline and critical path.
By this point, someone on the board will undoubtedly ask what many others in the association are thinking. It is the question that lies at the heart of most micromanagement:
“If all we do is delegate, and the board is ultimately responsible and accountable, how can we be sure the work is done right if we don’t get in there and do it/watch that it is done according to our knowledge and experience?”
The answer that is usually given to this question is to show how establishing these measurable strategic plans and policies will ensure the work is done right. Use a software program such as Microsoft Project or draft a matrix spreadsheet to track your progress.
To get to the point where a board is ready to learn how to govern and not manage, we must acknowledge and get past that fear.
If the board is feeling insecure about issues that are likely to be reasonable causes for concern, the board will not stop micromanaging until that sense of insecurity is eliminated, regardless of how much they see the benefits of stopping and how competent management may be. They need to have confidence and trust in management.
Step 1—Understanding Fear
Fear and concern and worry (and all the other words we use for this emotional reaction) are all responses to feeling threatened. They arise from our instinct for self-preservation.
Board members could be afraid that the finances are unstable. They could be unsure about a surge in expenses or increase in repairs.
The fear could be personal—an individual may be afraid that his/her position of authority on the board will be threatened by a particular action or by another person, or they could simply be feeling unsure of their own role within the association.
Regardless of the cause, as a rule, when members act badly, you can pretty much guess they feel threatened in some way, either personally or on behalf of the association.
Our culture typically doesn’t put much stock in fear. We prefer to see ourselves as fearless, stoic, and in control, and because of that we write off “fears” as being somehow irrational and nonexistent.
However, in the case of many board concerns, that is not necessarily so. Boards have a right to be concerned about the finances, staff and service providers’ performance, manager’s role, etc. Boards have a fiduciary duty.
All issues are important issues, and the board is accountable for all! The important thing here is not the ability to rationalize micromanagement by thinking fears are justified.
The important step is to recognize that micromanagement is a sign that boards may be reacting to those concerns and fears.
The next step in moving the board forward is to recognize when fear is guiding a discussion, to begin to take control rather than working reactively, and to be proactive and unemotional.
Step 2—Recognizing Fear
The following is a simple exercise to help you identify the fears and concerns that can lead to micromanagement, to allow management to become proactive in addressing them.
The following phrases can be red flags that micromanagement is about to occur:
If one individual is pushing the topic, you might ask (delicately) if he or she has had bad experiences in other associations that were like this and how that ended. The goal is to get at the root of why the individual is micromanaging as each instance and issue arises.
Encourage board members to list all the things they can think of.
Now you know what you are really dealing with. Now you know what really needs to be solved, and now you can work to solve it proactively instead of continually reacting.
Step 3: Turning Fear into Proactive Action
Now that the board has labeled its fears, you can work to create proactive solutions…to prevent those things from happening. This provides a sense of security and frees the board to do its real job, focusing on results for the community, providing the ethical boundaries within which those results will be achieved, and ensuring there is capacity to get the job done.
Now your board is ready to create proactive solutions using measurable plans and policies. Here is how it’s done—
For each of the potential problems the board has listed, see if there is a way the board can set a measurable plan or policy to prevent that from coming to pass. For example:
“We are afraid that if we do not have sufficient reserves set aside and our equipment fails, we will have to collect a special assessment.”
Policy: The association will always budget a reserve that will never be lower than X amount of funds.
Action (Who is Responsible): The manager comes back to the board within X months with a plan for having that account funded within X years. Educate the members on the importance of collecting reserves.
Measurement: One way to measure that this policy is being adhered to is to have the manager report, as part of the monthly financial report, the status of building up that reserve account and list the items that are at the end of their useful life for that year and upcoming year.
Plan: The community will have a reserve fund development plan that aims at making the association financially independent within the next X years, so we don’t have to live in fear of special assessing.
Action (Who is Responsible): The manager (or finance committee or whoever is responsible for this policy’s implementation) reports back with the status of the plan in X days (or months), and reports back with the final version of the plan in X months.
Measurement: Responsible parties such as the manager, a reserve advisor, or a building committee should report back every X months regarding their progress and provide a reserve study and report on the life expectancy of the equipment, costs involved in implementing the plan, and the results of their efforts.
The result of this process is a board that is working proactively to eliminate the negative things that very rightfully cause fear and concern and the need to micromanage.
By approaching those legitimate fears with compassion rather than blame, creating policies to prevent the threats behind those fears, and monitoring those prevention mechanisms through measurements, you can begin, one by one, to eliminate the root causes of each case of micromanagement.
Defining the role of the board vs. management is a topic most boards do not ever take the time to review and discuss. Drafting policies to make clear what is appropriate vs. inappropriate behavior in this area will make life more productive for both the board and management. The board and management will not only have a clear understanding of what is expected of each of them, but the board will also have clear expectations, and all should be on the same page.
John Carver’s book, “Reinventing Your Board,” provides an excellent set of sample policies in board /staff relations. It is not necessary to adhere to Carver’s entire model to use these excellent policies. John Carver says, “The board is responsible for creating the future, not minding the shop.”
When we get stuck in the day to day, we are “minding the shop,” and that is not nearly as productive nor exciting (and fun!) as helping to create the future. “Creating the future” means making a real impact on the community. It is the very reason the association exists, and after reviewing this exercise with your board, they are far more likely to want to start creating that future.
The last bit of advice to relieve your board from micromanaging has to do with recruitment. Board members often micromanage because they have been asked to. They have been invited on the board to act as a “worker” and not a “director” or “leader,” so we shouldn’t be surprised when they act more like “staff” than as a “board.”
When it comes to recruiting pro bono workers to sit on your board, there is little to say except “don’t.”
Do not recruit board members as pro bono lawyers, accountants, construction supervisors, or public relations experts, or you are inviting them to micromanage. If you need pro bono workers, ask them to volunteer, but do NOT ask them to sit on the board in that capacity.
This does not mean to exclude lawyers and accountants etc. from sitting on the board. What it means is that they should be there ONLY to govern and NOT to provide free staff work.
The board’s focus should be governing, guiding, and leading by acting as ambassadors for the community and by focusing on the parameters within. They should not interfere with management’s role.
Board members need to know current laws; understand the financials, personnel trends and compensation, and emerging legislation; and understand their documents and community issues—at the very least—to make intelligent decisions.
They need to know how to implement best board practices instead of micromanaging. Continuous development helps board members maintain their focus, gain support from other board members, and become the best board members they can be.
Micromanaging can’t move your association forward because associations don’t move forward by fixing weaknesses and problems, and that is micromanagement’s only purpose—to address problems.
Micromanagement, at its best, will keep your association standing still. Give your committees room to exercise their abilities and talents to volunteer to provide recommendations. Clear communication and defining realistic expectations for transparency are critical factors in effective collaboration.
Working proactively will help eliminate micromanagement, and the board can spend its time and focus on the things that can move the association forward, making educated decisions and enhancing positive results for the community. Over-all, when each person acts in the best interests of the association, the association will best serve the community!
Marcy Kravit has 20-plus years’ experience managing community associations in South Florida. She has established a reputation as being passionate about service, driven by challenges, and undeterred by obstacles. Marcy is committed to providing five-star service and educating others in raising the level of professionalism in the industry. She works for Hotwire as director of community association relations. Marcy has earned every higher education credential offered by CAI and is recognized by Florida Community Association Professionals (FCAP) as a CFCAM. Marcy is a contributing writer to the Florida Community Association Journal (FLCAJ) and serves FCAP as their education program director.