Skip to main content
Blog-Sunshine-and-Structure--Mastering-HOA-Board-Meetings-in-Florida

Sunshine and Structure: Mastering HOA Board Meetings in Florida

In Florida, the successful operation of HOAs hinges on a crucial forum: the board of directors meeting. These gatherings, governed by Chapter 720 of the Florida Statutes and guided by the principles of Robert's Rules of Order, ultimately determine how the association is operated. To increase efficiency and reduce conflicts with members, HOAs can use both to their advantage.

Chapter 720 provides a basic framework for the conduct of directors’ meetings, and while 720 and the comments below apply broadly across most meetings and associations, it is always crucial to remember that your governing documents (especially your Bylaws) can create variations in procedural requirements and deadlines. This article is not meant to be a comprehensive guide to operating a board meeting, but it should include some general tips and tricks. Remember to consult your association’s documents and the association’s attorney before making any changes.

Chapter 720 ensures that most HOA board meetings are open to all members and are conducted in a transparent manner so that all members can view and understand what is going on (and why). The statute establishes, if not a minimum, at least a default framework for directors’ meetings. It mandates proper notice and other rights for owners, ensuring everyone gets a fair shot at participation. As discussed above, your individual documents may have unique characteristics, but Chapter 720 generally requires the board to provide notice of the meeting, an agenda outlining the items to be discussed at the meeting, and a fair chance for the members to attend and voice their opinions about those items.

As for the notice requirement, most associations only require the posting of a meeting notice at least 48 hours before a directors’ meeting. Notice is required to give members fair warning and the opportunity to attend, and must include the time, date, and location of the meeting (and Zoom information, if appropriate). Additional methods of providing notice are included in 720 and may also be included in your governing documents.

One of the newer requirements implemented by the “Homeowners Bill of Rights” law is the requirement to include an agenda with the meeting notice. The agenda should outline the topics to be discussed, from budget amendments to pet policies, and specifically identify any items that are to be voted on. Think of it as a roadmap for the meeting, allowing residents to prepare and engage meaningfully. A notice, without an agenda, would still allow a board to try to govern the association essentially in secret. Most owners probably do not want to go to a meeting where the board is discussing a landscaping contract or mundane day-to-day business operations, whereas owners are probably going to be more inclined to attend a meeting where amendments to the maintenance restrictions are being discussed. While owners can often make governance more difficult in the board’s eyes, it is their community, and they absolutely have the right to know what is going on and to speak up when allowed.

The right of owners to speak at a board meeting is also stated in Chapter 720. In general, owners have a right to speak for at least three minutes on any topic included on the agenda. That said, this right to speak is not limitless, and the Board may enact appropriate rules and regulations to provide more clarity in how the right to speak is administered, such as limiting the frequency, duration, and other manner of owner statements. Before enacting any such rules, a board should consult with a qualified attorney to avoid any improper restraints on an owner’s rights.

Once a meeting has been called and the owners have received their notice and agenda, the meeting itself can take place. For most associations, there is usually a clause in the Bylaws or other governing documents stating that the association will adopt Robert’s Rules of Order (“RRO”), which is a publication dealing solely with the practice and administration of meetings (including board meetings, members’ meetings, committee meetings, etc.).

Robert's Rules: A Compass for Orderly Discussion.

While Chapter 720 sets the stage for open meetings, Robert's Rules provide the framework for efficient and productive discussions. Think of it as a compass guiding the flow of conversation and ensuring everyone has a fair chance to be heard. As with everything else herein, there is no way to relate all key items of importance from Robert’s Rules, but below are some items that come up most often and may be of the most help.

The first requirement of RRO is to establish a clear agenda and stick to it. Your Bylaws almost certainly include a requirement concerning the order of business to be discussed at a board meeting. If not, or if your Bylaws have adopted RRO, the order of business will include approval of minutes, committee reports, old business, new business, and public comment. This is not necessarily an exhaustive list, and your documents may call for some additional items, but remember, structure keeps the meeting on track and prevents tangents.

Robert's Rules emphasizes civil discourse and encourages respectful dialogue. A board meeting should address concerns constructively and maintain a professional atmosphere throughout the meeting. If the board is the brain of the association, the board meeting provides an opportunity for the owners (perhaps the conscience of the association) to raise concerns and provide additional input which the board should reasonably consider.

That said, RRO is not necessarily the ultimate guide to meeting conduct, nor do all associations necessarily need to adhere to the typically very formal requirements contained therein. Recent editions of RRO have suggested that for smaller associations, less formality may be required. For example, the current version of RRO provides that small boards or committees may not always have to have a motion proposed and seconded before a vote takes place. That being said, again, please consult with legal counsel attempting to take shortcuts with your board’s parliamentary procedure.

Continue reading

Blog-THE-FIRST-AMENDMENT-AND-MANAGED-COMMUNITIES

The First Amendment And Managed Communities

Homeowners associations often look like mini governments. If you ask a lot owner facing a fine or other violation, they will probably tell you that their HOA is an authoritarian regime oppressing the innocent owners in the community or that the Board of Directors is on a power trip. That said, Florida courts have consistently held that HOAs are not governments or “state actors” but are instead private corporations that derive their authority from contracts (as an HOAs Declaration is, at heart, just a contract between the lot owners and the HOA itself to do, or not do, certain things). This distinction is of key importance when it comes to determining what authority an HOA has to limit a lot owner’s Constitutional rights, such as the right to free speech found in the First Amendment to the Constitution. The First Amendment guarantees fundamental rights like freedom of speech, expression, and religion; however, these rights aren't absolute, and private entities like HOAs hold certain legal leeway to restrict them.

The First Amendment, principally, operates to prevent state actors (like local, state, or federal governments) from infringing on an individual’s right to speak – even if what is being said is offensive, hurtful, or even, to some degree, untrue. However, private entities that aren’t state actors are not required to observe First Amendment protections to the same degree. Florida courts have consistently found that HOAs are private creatures of contract and are, therefore, not bound by the First Amendment to the same extent as other authorities. Accordingly, HOAs can pass restrictions that abridge an individual owner’s right to what would otherwise be Constitutionally protected free speech. For example, HOAs can prohibit your expression of support for a local sports team by prohibiting the flying of team flags. (Otherwise, we would all certainly have large “Go Buccaneers” flags in our yards). In the eyes of the state, your right to express your support of a sports team is fundamental and cannot be abridged – but to an HOA, there is a risk of starting a feud between neighbors that could disrupt the peaceful feel of the neighborhood and is therefore subject to restriction.

Florida Statute Chapter 720 sets the baseline for HOA operations. While it emphasizes open meetings and resident participation, it also grants HOAs the authority to enact "reasonable restrictions" on speech that directly interferes with the use and enjoyment of the common areas and facilities. While some items of speech are protected under Chapter 720 (such as the right to display the United States and certain other flags), items that are not specifically listed in Chapter 720 may be subject to restrictions by an HOA. Determining what constitutes a "reasonable" limitation is where things get nuanced. Courts weigh individual expression against the legitimate interests of the HOA. For example, displaying a small political flag on your balcony might be deemed permissible, while an oversized banner blocking residents' balconies might be considered "interfering with their use and enjoyment." (The exact phrasing of the restrictions in your Declaration is going to have a heavy impact on how restrictions are interpreted by the courts and outcomes may vary wildly as a result).

An HOA's ability to limit speech is perhaps never more obvious than when discussing architectural review and approval. Depending on your covenants, your HOA may be able to tell you what color to paint your house specifically to deter individuality. Arguably, your right to paint your house is an act of free expression, something the First Amendment is specifically designed to protect. However, if you purchase a house subject to a Declaration that says houses can only be painted white – you have contractually waived your right to express yourself in that way. House color is only one of several typical restrictions on expression, with others including landscaping restrictions, yard sculptures/ornaments, house decoration, etc.

Since every situation is different, depending on the phrasing of the covenants, the exact act or statement being made by the owner, and the method in which the owner attempts to make a statement, there are no bright-line rules when it comes to determining if a restriction is going to be valid in the eyes of the courts. For the most part, aesthetic restrictions that seek to ensure a common appearance of the community are probably going to be held valid. Restrictions that target a specific idea are going to be harder to justify. For example, a restriction stating that only political signs featuring republican candidates will be permitted would almost certainly be found to be unenforceable. Accordingly, before attempting to amend your documents to include prohibitions on what may be considered free speech, you should consult with an attorney familiar with HOA governance and how the First Amendment applies. We can help ensure that restrictions on expression are content-neutral and are applied to protect the uniformity of the neighborhood.

Florida’s vibrant communities thrive on a delicate balance between individual expression and collective well-being. While HOAs have a certain freedom from First Amendment restrictions as non-state actors, that freedom has to be applied in a fair manner and should err on the side of allowing owners the right to speak freely amongst themselves. By fostering open communication, understanding the legal framework, and the need to involve owners in the restriction amendment process, owners and HOAs can develop a harmonious environment where both sunshine and diverse voices find their place, even within the boundaries set by the HOA itself.

Continue reading