Owner wants sidewalks pressure washed, as scheduled.

By December 23, 2018 January 30th, 2019 News, Questions & Answers

Q: Our Board approved a schedule to pressure wash the sidewalks.  Because of budget constraints, we want to modify the schedule.  An owner is demanding that we pressure wash the sidewalk in front of his home now and claims that the Board can’t change the schedule after the Board meeting.  What is the Board’s authority here?

-A.B., Treasure Coast

A: When the Board votes at a meeting, it constitutes Board action and authorizes certain activities, but the Board may still change its mind in certain situations.  Here, the answer depends on whether the Board has already signed a contract requiring pressure washing based on the original schedule.  In other words, the Board is not bound because of the vote at the meeting, but rather because it has a contract to do the work as approved by the Board at the meeting.

Second, there are situations where the Association would be equitably estopped from changing its mind.  For example, if the Board had the authority to adopt rules concerning pet weight and adopted a rule allowing dogs up to 30 pounds, owners can rely on that vote.  Subsequently, if an owner acquires a dog at 29 pounds, the Board can’t later change its mind and require all dogs above 25 pounds be removed from the community.

So, in the current context, assuming the Board has not already signed a contract for pressure washing that can’t be amended, the Board would be locked into the schedule on the contract.  If the Board has not signed a contract, the Board can vote to alter its previous decision and change the schedule.

Q: Can the Association stream meetings live on Facebook?

-P.C., Stuart

A: There are a few parts to this question.  First, you would obviously need to have the technical capabilities to stream the meeting on the internet.

More importantly, you would need to have safeguards to ensure that the meeting is only viewed by members of the community.  The corporation is a not for profit corporation, but it is a private corporation, nevertheless.  Many clients will tell me that the Facebook group is “private” because only owners can join the group, but it isn’t really secure because there is no third-party authorization.  Anyone could create an account in the name of an owner and then request access.  If any of my clients want to stream meetings, I recommend a different platform where access is granted through a username and password provided by the Association so that you can verify the identity of the user.

I should also note that there is no legal obligation to do this.  You can facilitate a telephone conference with a speakerphone for owners who are not physically present.  Further, if the membership demands that the Board stream the meetings, the Board is not required to follow this demand.  

Q: Our election is next week and only 1 owner volunteered to serve on the Board and we need at least 3 for a quorum.  What do we do?

-E.M., Vero Beach

A: If the Association does not have enough Directors to constitute a quorum of the Board, the Association can’t function because the Board can’t act.  Assuming there are absolutely no other volunteers, any member of the community can file a lawsuit to have the court appoint a receiver to effectively run the corporation.

This process is very expensive.  As a result, my clients generally find volunteers once the membership is confronted with the potential cost of the receiver.  If you need 3 for a quorum, the solo Director should appoint 2 volunteers to establish a quorum, and then those 3 should try to appoint 2 more volunteers to fill out the Board, although you would only technically need 3 of 5 Directors to conduct business with a quorum.

John C. Goede Esq. is co-founder and shareholder of the Law firm Goede, Adamczyk, DeBoest & Cross, PLLC. Ask questions about your issues for future columns send your inquiry to question@gadclaw.com.  The information provided herein is for informational purposes only and should not be construed as legal advice.  The publication of this article does not create an attorney-client relationship between the reader and Goede, Adamczyk, DeBoest & Cross, PLLC or any of our attorneys.  Readers should not act or refrain from acting based upon the information contained in this article without first contacting an attorney, if you have questions about any of the issues raised herein.  The hiring of an attorney is a decision that should not be based solely on advertisements or this column.