Closed Board of Directors' Meetings

Today we'll discuss an important topic that seems to be inquired about often regarding community associations governance in Florida - and that topic is closed board of directors’ meetings.

An important aspect of the board of directors’ role in governing an association—whether it is a condominium association or homeowners association—is transparency.  The residents of an association want to be able to trust the actions of the board and have a system that ensures accountability.  Accordingly, board meetings are, for the most part, open to members of the association.  However, there are circumstances where closed board meetings, which are not open to the members, are required.  Closed board meetings are a common practice in community associations, but when are they appropriate?

Closed board meetings are gatherings of the directors where only board members are present to discuss sensitive or confidential matters affecting the association. In Florida, the law provides when an association’s board can close its meetings to homeowners.  Generally closed meetings are allowed in two situations: those involving legal matters and personnel issues.  The reasons for these particular two subjects to be addressed in closed meetings make sense.

Legal matters include items such as pending litigation or consultation with attorneys.  When these matters are discussed at a meeting, the association’s counsel should be present.  Consultations with attorneys often involve the exchange of privileged and confidential information to protect the association’s interests.  Allowing access to others outside the board could result in the inappropriate disclosure of protected information, for example, if such meetings were open that information could be disclosed to those whose interests are potentially adverse to the association.

The second subject appropriate for closed meetings is personnel matters. This is logical because discussions concerning an association’s employee’s performance or the need for disciplinary actions should be held in closed sessions in the interests of privacy and fairness.

While closed meetings are necessary at times, transparency and accountability are still vital. Even in closed meetings, proper notice under Florida law that there will be a meeting must be provided to the membership and the decisions made in closed sessions should be communicated appropriately.

In sum, closed board meetings play an essential role in protecting the interests of community associations. Understanding when they are appropriate is both necessary to comply with Florida law and safeguard privacy as well as protect the association’s interests.

Stay tuned for a discussion of other regarding community associations management.

Victor Berwin counsels and represents clients in a broad range of matters with an emphasis on community association/ country club issues, employment agreements and commercial, real estate, and creditors' rights litigation. Learn more about Victor here.