By Betsy Barbieux, CAM, CFCAM, CMCA / Published May 2023
All you have is one question. But one question seems to lead to another and another and another. That seems to be particularly so in our community association industry. For example, consider the following:
True, our industry board meetings are like no others anywhere. No other boards of directors in any industry open their meetings to their stakeholders. The fact that Florida owners can attend an association board meeting is unique and creates a whole host of challenges.
Because the legislators consider the board members to have a fiduciary relationship to the owners.
As you consider the word fiduciary and the who and what of that word, you might think of your financial planner. Your financial planner has a fiduciary relationship to you. She is managing your assets and is to do so in your best interest. She only manages your assets with your consent and involvement. Unless specifically authorized, she will not make decisions that affect your assets without your knowledge. Similarly, the duty of our boards of directors is to (1) protect the property and its value, (2) maintain the things that owners use in common, and (3) enforce the restrictions on the owners’ use rights of the common elements and areas. That is, the boards of directors are making decisions that might affect the greatest asset many people have—their homes.
Because board members are likely making decisions that could affect the value of the owners’ homes, the boards are required to meet in the “open,” with owners permitted to attend to hear the discussions and ultimate decisions made by the board.
No, board meetings are so the board members can address the operational and maintenance needs of the corporation. They are not informational meetings, nor are they Q&A. Board members, management, and owners have many other ways to communicate information to each other, but the board meeting is not the place.
Yes, board members should always sit facing each other, not the “audience.” They should be talking to each other.
Our communities are Florida corporations, so we follow the statutory corporation procedures. That means the membership elects its leadership group (the board of directors), and its purpose is to manage the operations, administration, and maintenance of the community. It would be contrary to the way corporations operate to have the members and owners involved in every daily decision. Board members are elected to administer the governing documents and fulfill the statutes. They are not elected to fulfill the wishes of a constituency.
Corporations possess many of the same rights and responsibilities as individuals. They have a tax ID number and bank accounts, and they can enter into contracts. Without a corporation, all the members of the corporation would have to sign all contracts. It’s hard to imagine dozens, hundreds, or thousands of owners signing the lawn maintenance contract. Corporations are the most efficient way for a group of people to do business.
Good question. To the average person, it’s a strange phenomenon that owners can attend meetings, much less participate in them.
Legislators deemed the board members to be fiduciaries and required them to “open” their meetings to the owners. Apparently, for the owners, it seemed reasonable to the legislators that agendas should be very detailed. Board members are not permitted to discuss anything unless it is specifically identified on the agenda.
The meeting is not an informational meeting. The board meeting is for the board to get its business done. The statute says owners may make statements on agenda items and that board members may create policies for how and when those statements are made.
Throughout the statutes, boards are given the authority to create policies and procedures on many topics. One of those topics is owners’ comments. If board members would take time to do so and communicate those procedures and the reason for them to the owners, meetings could go more quickly and with less friction.
Board members could create a procedure so owners would know how to do so. However, most issues raised by owners are about maintenance or violations. Neither of these is really a board topic until it has been addressed by management. If management cannot resolve the maintenance concern or violation, then management can put the topic on the agenda and ask for the direction of the board.
It depends on what is meant by transparent. Board meetings are open, the agendas are posted, owners may make comments, and boards and owners have many other ways to communicate information to each other. Requiring owners to restrict their comments to agenda items only means the board is following the law. All this could be considered “transparent.”
The board is not being “transparent” or complying with the law if they are conducting business meetings without the proper notice and specifically identified agenda items.
Because of the complicated laws for Florida community associations, there will not only be legal questions, but procedural ones as well. So, it never hurts to ask.
Betsy Barbieux, CAM, CFCAM, CMCA
Florida CAM Schools
Betsy Barbieux, CAM, CFCAM, CMCA, guides managers, board members, and service providers in handling daily operations of their communities while dealing with different communication styles, difficult personalities, and conflict. Effective communication and efficient management are her goals. Since 1999 Betsy has educated thousands of managers, directors, and service providers. She is your trainer for life! Betsy is the author of Boardmanship, a columnist in the Florida Community Association Journal, and a former member of the Regulatory Council for Community Association Managers. Subscribe to CAM MattersTM at www.youtube.com/c/cammatters. For more information, contact Betsy@FloridaCAMSchools.com, call (352) 326-8365, or visit www.FloridaCAMSchools.com.