Executive Privilege of Board President trumps Florida Law On Open Board Meetings?
The Florida Condominium Act requires that directors not vote by secret, closed meetings/ballots except in limited circumstances such as when the association’s attorney is present discussing association privileged matters.
At a recent Village Condominium Board meeting the Treasurer and President discussed a possible problem in this area as to how a new director was added to that Board of Directors. The Treasurer spoke up against the proposed written minutes of a prior Board Meeting, asserting that he understands voting at closed meetings and secret ballots is not legal, not allowed by Florida Statute 718, “The Condominium Act.”
He reportedly said that he voted in favor of the new director in a closed meeting called by the President, but objected to the holding of the possibly improper, closed and secret Board meeting. The President of Village Condo. Association then responded that she used something called “Executive Privilege” for the closed meeting (secret ballot voting). Other directors appear to have voted in that allegedly closed meeting. The Secretary, who has “charge of books and records”, and of posting due Notices of meetings said nothing regarding notice legal requirements for closed meetings that may have been held.
There are several reasons why it is important for directors to follow the law and our governing documents in all matters. For example, willful violations of law or governing documents may potentially eliminate the important director insurance protection each director has for decisions taken. The Board has a duty to limit expenses associated with liability for improper Board conduct. Residents have rights to information and meeting notices which the Board and its Secretary are required to provide and protect. If insurance protection for directors is compromised, it could be more difficult to fill Board seats with qualified directors.
1. What is an “Executive Privilege” as mentioned by our Village Condo. Assn. President, and does it allow our Board Presidents to override or ignore legal requirements for open meetings and voting in Florida laws? Statute 718 does not seem to create any powers or privileges stated therein as “Executive Privileges” to avoid a law. Readers may check it out for themselves – directly view or keyword search the entire 718 statute by clicking this URL web address:
To what extent does this mentioned “Executive Privilege” not mentioned in statute permit any Board president now or later to run all matters of Golden Lakes in such a manner irrespective of requirements in statute or governing documents?
2. Is it proper for any director or officer to exclude residents – attend and vote in a closed meeting, secret ballot voting procedure if prohibited by law, then not report such closed meeting events properly in proposed Minutes of Meetings? Should directors and officers instead … refuse to participate in closed meetings when they are prohibited by law rather than simply object to reports about them in proposed meeting Minutes? Does quashing news about improper activity make the activity right?
More may be learned in the future about these Executive Privilege and closed meeting issues, but in the mean time the Board welcomed the new director, Howard Black, as seen in the posted notice photographed below, showing a list of Village Condo. Assn. directors. It is challenging to find willing volunteers to step forward and assume the duties of being a director on the Board.
Note that the usually seen “Maintenance Committee” made up of volunteer, knowledgeable people in the topic of community maintenance who advised the Board…. is not posted and reportedly is extinguished. If that long time Committee which advised the Board is gone, and its Chairman has reportedly resigned, are all maintenance decisions now made by the Village Condo. Assn. President, Property Manager and Treasurer in closed meetings without posted Notices? If not, by whom, when and where?
This maintenance decisions function involves many technical decisions and involves expenditure of huge portions of resident funds in Golden Lakes Village. Normally our residents have attended open maintenance committee meetings for which public Notices were posted so residents could participate. Is there a requirement in law or our governing documents for any new group headed by a President, acting and spending on maintenance matters,to post Notices of meetings about maintenance issues, which is normal, and make them open to residents? It isn’t clear that recent and planned maintenance activities and expenditures are discussed in open, noticed meetings that residents are invited to.
What happened to our community Maintenance Committee?