TAMPOA Board To Meet In Executive Session
The TAMPOA Board is having an "Executive Session" on Memorial Day at 4:00 p.m. The session was called by Board President, Tom Tukey. Executive Sessions are by definition secret. Here is the curious agenda for the meeting:
The Truman Annex Master Property Owners’ Association, Inc.
Executive Session
Board of Directors Meeting
201 Front Street, Suite 103
Key West, Florida 33040
Monday, May 28, 2007
Monday at 4:00 PM
Purpose: Conduct Business as Properly Brought Before the Board
AGENDA
1. Call Meeting to Order
2. Determination of Quorum
3. Proof of Notice of Meeting
4. Approval of Minutes
5. Reports of Officers
6. Reports of Committees
7. Unfinished Business
8. New Business
9. Member Input
10. Adjournment
* * *
This agenda appears to reflect that the meeting is to be held as an "Executive Session," that is, in secret, but raises a number of questions including the propriety of dealing with certain items on the agenda in secret.
Take item 2, "Determination of a Quorum." Why is secrecy needed for that. Either there is a quorum or there is not. If there is no quorum, the meeting is not legitimate. Of all things the TAMPOA members are entitled to be present for and to know, this agenda item ranks among the most important. What could possibly be the legitimate interest in hiding whether there is a quorum at the meeting? But, of course, we'll never know whether there was actually a quorum because the meeting is secret. In short, there is no reason to make this part of the meeting secret since, after determination that a quorum exists, the Board is free to go into Executive Session.
Take, item 4 on the agenda, "Approval of Minutes." Why the need to approve minutes in secret? The minutes likely to be approved are the minutes of a prior non-secret meeting. Why does it take a secret meeting to approve those minutes? What possible interest is served in talking about what has been written about a prior open meeting in secret? In our book no legitimate interest is served.
Then there is item 6, "Reports of Committees." Why have reports of committees in secret? Since when did TAMPOA establish secret committees? What, we're now turning into a gulag? Unless we really have turned into a gulag, not all business of every committee likely to report can be secret. There is no reason most reports cannot be made in open session, and then the Board could go into executive session. But apparently not here, not in the closed society that TAMPOA is becoming.
There is also item 9, "Member Input." You've got to be kidding us. If the meeting is secret, what member input can or will there be? This is a joke, right? Oh, we get it, that input is for the "secret members." Who do you suppose they might be? The Board members are not secret, unless we missed something in the voting and there are little green creatures from the Pleiades in our midst.
Why meet Memorial Day? We realize that Memorial Day was originally a Northern Holiday not celebrated in some parts of the Deep South, but as far as we know Key West was always, nominally at least, a Yankee outpost. And we assume the holiday is one recognized by all but a few members of TAMPOA, including most, if not all, TAMPOA Board members. So, why meet on Memorial Day?
One can guess that it must be something fairly urgent since only three days notice was given for the meeting. What is so urgent that it couldn't wait one week until the regular meeting of the TAMPOA Board on the first Monday of the month, i.e. June?
Why is there no particular subject or reason specified for the secrecy of the meeting in the notice of the meeting or the agenda? In most executive (secret) sessions, there is at least a subject of the meeting given in the announcement of the meeting -- e.g. review personnel matters, confer with legal counsel, etc. -- things that one might expect would ordinarily command an executive session. Not here.
That raises a question of whether the notice of the meeting, which is required by law, is proper. If not, then possibly whatever action is taken at the meeting may also be improper. If the meeting and business to be conducted are such an emergency and so important that the meeting has to be held in secret on three days notice on a National Holiday, wouldn't you think the Board would want to make sure that the notice was such that it was beyond even the appearance of question? We would.
Did the TAMPOA Board leaders even think about that? We may never know since the meeting is secret. In essence virtually all the notice tells us is "Hey folks we're having a secret meeting where we can talk about anything and everything related to TAMPOA and all we're telling you is the headings found on our usual agendas without any further description of the subject of the meeting." Is that the kind of notice that gives a scintilla of the kind of information a TAMPOA member would want from a Board that is spending hundreds of thousands of the members' dollars a year? We doubt it. And since we are paying for the extravagant fiscal policies of this Board, we want more information than, "Hey folks we're having a secret meeting."
We are certain some will say, why bother, it's only one meeting. If that were all, we might chalk it up to ignorance and forget it. The problem is this conduct of TAMPOA is illustrative and symptomatic of what is wrong with many homeowners' and condo associations, and something the Florida Legislature needs to fix. It's called the tyranny of the majority.
These association boards -- and now we're talking not about TAMPOA but generally about a larger problem -- often spin out of control, become unresponsive to their members, treat those who complain like pariahs, and are very hard to remove from office because of the way voting is conducted and staggered terms of office. Moreover, they are able to meet and even spend money in secret. They are not required to put substantial expenditures to a vote of the membership, can change the rules without a vote of the membership, can make it almost impossible to force a vote of the membership on a given item, and generally can act any way they want short of committing some crime.
And sadly for some other associations, for as much as we and others have complained about our own association's foibles, some other associations have much deeper and more serious troubles of the kind we've just mentioned. Actually, when lumped into the total mix of problems TAMPOA may be one of the better run of the associations with perhaps a better board and better leaders. In that sense we are fortunate. But even though we don't have some of the serious problems of other associations, we can do better and expect more from those who would purport to lead us. With good leadership comes greater expectations.
We hope that in light of the problems with many associations now coming to light nationally that the Florida Legislature and the Congress will tighten significantly the oversight of such associations. We certainly intend to push for such reforms, and we invite others to do so.
Several reforms should be at the top of the list. The first should be an end to secret meetings except for actual face to face meetings with legal counsel that will involve attorney-client privileged discussions. Since most of these associations have some sort of corporate structure, we have been told that not necessarily every meeting with a lawyer a corporate officer or board has will qualify for that privilege, and it should not be used to avoid such a reform.
Second, the Florida Sunshine Laws should be made to apply to homeowner and condo associations and members of their boards. We know that all kinds of deals and doings go on behind the scenes with such association boards just as with government entities, but we suspect there is less back room dealing because of the applicability of the Sunshine Laws than there otherwise would be. They should be made applicable to homeowner and condo associations by the legislature so association members can have half a chance of knowing what is happening with their governing bodies.
Third, the Florida Legislature should require that association meeting agendas identify, even for executive sessions, the subject of the business to be conducted. This would do away with the kind of pablum and vague formula agendas that now come out of the typical board. The association members have a right to know what the board is going to talk about in some detail in a regular session and to know at least the subject of and reason for an executive session. It is no argument to suggest that well these board members are just volunteers and don't have the time for all that formality. Hogwash. Some of the largest and best organizations in the country are run superbly by volunteers. These organizations, many of which operate on a national level, seem to have no trouble complying with complicated disclosure rules.
Fourth, the Florida legislature should require that association minutes reflect in sufficient detail and plain language what actually occurs in the meetings of the association or its board so that an absent member can know in fact what occurred. A board should not be able to make the minutes of its meetings so vague that someone who hadn't attended the meeting will have to guess at what occurred.
Well run associations should neither fear nor oppose such reforms. These associations certainly have an interest in this kind of reform; the same kind of interest good landlords have in eliminating slumlords. They spoil it for everyone else.
Take item 2, "Determination of a Quorum." Why is secrecy needed for that. Either there is a quorum or there is not. If there is no quorum, the meeting is not legitimate. Of all things the TAMPOA members are entitled to be present for and to know, this agenda item ranks among the most important. What could possibly be the legitimate interest in hiding whether there is a quorum at the meeting? But, of course, we'll never know whether there was actually a quorum because the meeting is secret. In short, there is no reason to make this part of the meeting secret since, after determination that a quorum exists, the Board is free to go into Executive Session.
Take, item 4 on the agenda, "Approval of Minutes." Why the need to approve minutes in secret? The minutes likely to be approved are the minutes of a prior non-secret meeting. Why does it take a secret meeting to approve those minutes? What possible interest is served in talking about what has been written about a prior open meeting in secret? In our book no legitimate interest is served.
Then there is item 6, "Reports of Committees." Why have reports of committees in secret? Since when did TAMPOA establish secret committees? What, we're now turning into a gulag? Unless we really have turned into a gulag, not all business of every committee likely to report can be secret. There is no reason most reports cannot be made in open session, and then the Board could go into executive session. But apparently not here, not in the closed society that TAMPOA is becoming.
There is also item 9, "Member Input." You've got to be kidding us. If the meeting is secret, what member input can or will there be? This is a joke, right? Oh, we get it, that input is for the "secret members." Who do you suppose they might be? The Board members are not secret, unless we missed something in the voting and there are little green creatures from the Pleiades in our midst.
Why meet Memorial Day? We realize that Memorial Day was originally a Northern Holiday not celebrated in some parts of the Deep South, but as far as we know Key West was always, nominally at least, a Yankee outpost. And we assume the holiday is one recognized by all but a few members of TAMPOA, including most, if not all, TAMPOA Board members. So, why meet on Memorial Day?
One can guess that it must be something fairly urgent since only three days notice was given for the meeting. What is so urgent that it couldn't wait one week until the regular meeting of the TAMPOA Board on the first Monday of the month, i.e. June?
Why is there no particular subject or reason specified for the secrecy of the meeting in the notice of the meeting or the agenda? In most executive (secret) sessions, there is at least a subject of the meeting given in the announcement of the meeting -- e.g. review personnel matters, confer with legal counsel, etc. -- things that one might expect would ordinarily command an executive session. Not here.
That raises a question of whether the notice of the meeting, which is required by law, is proper. If not, then possibly whatever action is taken at the meeting may also be improper. If the meeting and business to be conducted are such an emergency and so important that the meeting has to be held in secret on three days notice on a National Holiday, wouldn't you think the Board would want to make sure that the notice was such that it was beyond even the appearance of question? We would.
Did the TAMPOA Board leaders even think about that? We may never know since the meeting is secret. In essence virtually all the notice tells us is "Hey folks we're having a secret meeting where we can talk about anything and everything related to TAMPOA and all we're telling you is the headings found on our usual agendas without any further description of the subject of the meeting." Is that the kind of notice that gives a scintilla of the kind of information a TAMPOA member would want from a Board that is spending hundreds of thousands of the members' dollars a year? We doubt it. And since we are paying for the extravagant fiscal policies of this Board, we want more information than, "Hey folks we're having a secret meeting."
We are certain some will say, why bother, it's only one meeting. If that were all, we might chalk it up to ignorance and forget it. The problem is this conduct of TAMPOA is illustrative and symptomatic of what is wrong with many homeowners' and condo associations, and something the Florida Legislature needs to fix. It's called the tyranny of the majority.
These association boards -- and now we're talking not about TAMPOA but generally about a larger problem -- often spin out of control, become unresponsive to their members, treat those who complain like pariahs, and are very hard to remove from office because of the way voting is conducted and staggered terms of office. Moreover, they are able to meet and even spend money in secret. They are not required to put substantial expenditures to a vote of the membership, can change the rules without a vote of the membership, can make it almost impossible to force a vote of the membership on a given item, and generally can act any way they want short of committing some crime.
And sadly for some other associations, for as much as we and others have complained about our own association's foibles, some other associations have much deeper and more serious troubles of the kind we've just mentioned. Actually, when lumped into the total mix of problems TAMPOA may be one of the better run of the associations with perhaps a better board and better leaders. In that sense we are fortunate. But even though we don't have some of the serious problems of other associations, we can do better and expect more from those who would purport to lead us. With good leadership comes greater expectations.
We hope that in light of the problems with many associations now coming to light nationally that the Florida Legislature and the Congress will tighten significantly the oversight of such associations. We certainly intend to push for such reforms, and we invite others to do so.
Several reforms should be at the top of the list. The first should be an end to secret meetings except for actual face to face meetings with legal counsel that will involve attorney-client privileged discussions. Since most of these associations have some sort of corporate structure, we have been told that not necessarily every meeting with a lawyer a corporate officer or board has will qualify for that privilege, and it should not be used to avoid such a reform.
Second, the Florida Sunshine Laws should be made to apply to homeowner and condo associations and members of their boards. We know that all kinds of deals and doings go on behind the scenes with such association boards just as with government entities, but we suspect there is less back room dealing because of the applicability of the Sunshine Laws than there otherwise would be. They should be made applicable to homeowner and condo associations by the legislature so association members can have half a chance of knowing what is happening with their governing bodies.
Third, the Florida Legislature should require that association meeting agendas identify, even for executive sessions, the subject of the business to be conducted. This would do away with the kind of pablum and vague formula agendas that now come out of the typical board. The association members have a right to know what the board is going to talk about in some detail in a regular session and to know at least the subject of and reason for an executive session. It is no argument to suggest that well these board members are just volunteers and don't have the time for all that formality. Hogwash. Some of the largest and best organizations in the country are run superbly by volunteers. These organizations, many of which operate on a national level, seem to have no trouble complying with complicated disclosure rules.
Fourth, the Florida legislature should require that association minutes reflect in sufficient detail and plain language what actually occurs in the meetings of the association or its board so that an absent member can know in fact what occurred. A board should not be able to make the minutes of its meetings so vague that someone who hadn't attended the meeting will have to guess at what occurred.
Well run associations should neither fear nor oppose such reforms. These associations certainly have an interest in this kind of reform; the same kind of interest good landlords have in eliminating slumlords. They spoil it for everyone else.
Labels: Legislature, Minutes, Secrecy, Sunshine Laws, TAMPOA
posted by Conchette at 12:50 AM
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