Keeping Things Above Board – Closed Board Meetings & Notices

Filed Under: Legal Guides

All general meetings of the Board of Directors are open for members to attend. However, it is generally understood that there are instances where the Board of Directors for a community association is allowed to hold a closed meeting at which member presence is not permitted.

There are only two types of meetings that serve an exception to the rule: (1) meetings of the Board of Directors and the association’s attorney, with respect to proposed or pending litigation, if the meeting is held for the purpose of seeking or rendering legal advice; and (2) meetings of the Board held for the purpose of discussing personnel matters. While these types of Board meetings are closed-door even to non-director members, notice to the membership of their occurrence is still required.

Both Florida’s condominium and homeowner’s statutes address the exceptions to the requirement for meetings of the Board to be open. However, neither set of statutes specifically provides an exemption to noticing closed Board meetings. This lack of exception is likely not an oversight on the part of the legislature, but rather a purposeful retention of the statutes’ notice requirements. Hence, if your Board is planning on meeting with its attorney or discussing personnel matters soon, don’t forget to notice the closed meeting as you would any other. As a practical matter, the notice should state that the meeting is closed to the membership so that confused members do not show up and request to sit-in.

Finally, what about meeting minutes? The same concept applies to the minutes; you should keep them during these closed meeting and notate proper notice, quorum, who was present, and the timing of adjournment. Detailed notes of the discussion should not be included. Consult your association counsel for more information regarding the types of documents which may remain confidential in your association’s official records.