Highlights from the November 16, 2022 Board Meeting:
“Corruption Is Never Confidential,” and
“Illegal Add-On To Agenda Disrespecting the Members”
Welcome once again to the Highlights of the latest Board meeting. Only 23 people (other than the technical people, the Board, and the property manager) showed up in the ballroom when the meeting started; about 24 were purportedly on Zoom.
For newcomers: all seven directors are equal (Jeff, Harvey, Richard, Pat, Arthur, Bob, and Sue). Four are also officers: Jeff (president), Harvey (vice-president), Richard (treasurer), and Pat (secretary) with very limited administrative functions.
Despite the fact that the officers have those additional limited administrative titles, they’re still all equal directors in charge of managing the HOA. They often think otherwise, conferring on themselves more power than they actually have.
Part I: Assessments
This is so important in that it potentially affects everyone’s pocketbooks that I am putting it first. It is a comment and questions raised during the First Residents’ Input Session concerning the proposed amenities and assessments. I stated the following:
“Vicki Roberts, Landon Circle.
This is about the Treasurer’s Report. It says we have about $54,000 in the Capital Reserve Fund to purchase new assets and about $2.3 million in the General Reserve Fund to replace existing assets. It says we’re currently at “70% of the required reserve.”
At the Glenville Pod Long-Range Planning Town Hall, chairperson Chris Bragas said that the assessment per household would be between $500 and $750 and that you, Jeff, the HOA president, said we would take $1 million from the reserves to help fund the things on the wish list. What legal authority do you have to raid the coffers for that purpose?
That would require an additional assessment of $1,666 per home just to replenish that million dollars ($1 million divided by 600 homes), and that doesn’t include the additional assessment he stated would be potentially between $500 and $750 per house for the amenities on top of that, which totals over $2,400 per house as an assessment, which he said was a word you didn’t want him to use.
At the Landon Pod Town Hall, he stated the figure was between $500 and $700, that it did not include mailboxes, it just included a clubhouse refresh, pickleball hard courts, and fitness center, and it was also because the Board would be using the reserves to fund the balance of the costs for these improvements.
At the Landon Pod Town Hall, treasurer Richard correctly stated that the reserves cannot be used for upgrades or new amenities, so that was different from what was stated at the Glenville Pod Town Hall. But either way, there’s no way carpet and paint would cost a million dollars, so something is very fishy here.
So, not sure why you want to hide the fact from the members that the items on the wish list are going to require an assessment, because they surely will, but getting beyond that, two questions:
1. what legal authority do you have to raid the coffers in that manner, and
2. does being at “70% of the required reserve” mean we are 30% short right now?”
Jeff denied saying what the Long-Range Planning Chairperson said he said about taking $1,000,000 from the reserves to fund the balance of the wish list.
In yet another example of shooting the messenger, Jeff got angry with me; I explained that I didn’t say it; I was merely repeating what was said and what many people heard the Chair state at the Glenville Pod town hall meeting.
Jeff stated that the Board never voted on anything that wasn’t at an open meeting before the residents. That’s actually not true: upon information and belief, they just voted secretly to give the management company’s employees holiday bonuses.
That was an expenditure of your money that was required to be done at an open meeting but it was not, and it wasn’t even mentioned. Whenever the Board incurs an HOA debt, it needs to be voted on at an open meeting.
Arthur refused to attend that meeting where this secret illegal vote was taken. The rest of them, upon information and belief, showed up and voted to spend your money behind your backs.
Whenever they spend money, your money, you have a right to know about it and comment on it. This expenditure, while perhaps appropriate, should not have been voted on behind closed doors and then not reported to you. That’s the opposite of transparency.
That was also totally illegal and in defiance of 720.303 which requires any and all board votes to be at an open meeting and prohibits secret voting except for the choosing of officers. There are no other exceptions, period.
For the record, the Chair of Long-Range Planning, Chris Bragas, did a great job in his presentations. And I believe him when he said that’s what Jeff told him. Chris was between a rock and a hard place. He was told what he was told. I believe he honestly reported it to the residents who were there on November 1, 2022 for that town hall.
At the Landon Pod town hall on November 15, 2022, one resident demanded to know if anyone was going to vote against changing the 75% to 66 2/3% for the required community percentage to make it easier to get amenities that some people are pushing for. He wanted a show of hands of all those who would not vote to change the percentage from 75% to 66 2/3% and the reasons why. He claimed he had a right to ask the question.
This is a political issue and this was highly inappropriate and frankly outrageous, and I called it out immediately: how people vote in the privacy of their own homes is no one’s business, and they don’t need others harassing them for voting against this upcoming vote that some people are trying to shove down other people’s throats.
I will have more to say about this when the ballots are scheduled to be sent out, so please stay tuned for that, after which every member should make his/her own independent decision on the issue without undue influence, pressure, or harassment from other members.
Separately, Richard explained that being at 70% of the required reserves is very good, especially compared to other HOAs. I appreciated the clarification because the way it was worded, it appeared that the HOA was 30% below the required reserve (that’s what it actually says).
Richard also explained that some clubhouse refresh items would be covered by the reserves but not any upgrades. Repair and maintenance is the purview of the Board and does not require a community vote.
Part II: Corruption Is Never Confidential
There seems to be a misconception among many people that what the Board does behind closed doors (for example, via email discussions) is confidential. It is not.
One of the controlling statutes, 720.303, actually specifies the only two carve-outs of confidentiality: discussions with the HOA attorney regarding pending litigation and personnel (the latter of which this HOA has none). That’s it.
Nothing else, and I do mean nothing else, is confidential. If someone tells you it is, it’s not true. Make them cite to you a statute or controlling legal authority and when they cannot, you will know that it’s not true.
And yet we have Board members and their retinues claiming that what they do is secret and that sharing it with one’s spouse is sacrilege and grounds for denial of written records to a fellow equal board member.
Specifically, the HOA lawyers’ written opinions “to the Board” have been denied to one equal Board member but accessible and provided to other Board members. Why?
We have the HOA lawyer supporting this completely illegal position of refusing to provide his written legal opinions “to the Board” to one equal Board member, thus creating a hopeless conflict for the HOA lawyers, as they represent the entire Board as a whole and they should not be in the business of pitting board members against each other or choosing which equal board members get their written legal opinions “to the Board” and which equal board members don’t. And yet this is exactly what happened.
In fact, it’s so illegal that by comparison, one Association already lost in court here in Palm Beach County and is facing hundreds of thousands of dollars in legal fees they will have to pay one of their members for denying access to Association records. The judge in that case admonished the Association’s lawyers for their excessive litigation tactics that drove up those fees.
That will likely result in an assessment to each of those homeowners or that Association might consider a restructuring in bankruptcy. A link to that report is at the end of this report, under Hyperlinks to Happiness, and I am actively monitoring that case on the docket, which is public record.
Of course, the fact that our HOA’s president regularly shares Board business with his coterie of confidantes at the pool is ok with these same people who claim having pillow talk with your spouse about the exact same things is verboten.
Actually, Jeff’s sharing Board business with his pool buddies is perfectly ok, as is your pillow talk, which frankly is nobody’s business.
But you can see the hypocrisy in full view: one (Jeff) shares this same information with his pool buddies with impunity, and the other (Arthur) is excoriated and punished with a denial of access to records as an equal Board member for alleged pillow talk which may or may not have occurred, but no one knows for sure and at best they are speculating, because the last time I looked, the only other being breathing in our bed was our dog, and she ain’t talkin’.
So, general board business is specifically not confidential. Saying otherwise is just made-up bunk. Using this false confidentiality claim as a bogus reason to deny an equal board member records to which he is entitled is actually contrary to statute, which at all times refers to the entire Board, not select members thereof.
Florida Bar Rules actually confirm that the “client” is the Association and the client’s “constituents,” in this case, the “Board,” is the entity as a whole to whom the lawyer reports. Any lawyer that says otherwise should be forced to attend remedial classes in basic statutory construction and Bar rules which they are obliged to follow.
In addition to the aforementioned 720.303, Florida Statute 817.034(2)(a) defines “communication,” Evidence Code 90.502(1)(b) defines “client,” and the relevant Florida Bar Rules include 4-1.4, 4-1.6, 4-1.7, 4-1.13(a) (“constituents”), and 4-1.13(d) including the comments thereunder.
The comments under Rule 4.13 state in pertinent part:
“An organizational client is a legal entity … The organization’s highest authority to whom a matter may be referred ordinarily will be the board of directors or similar governing body.”
This necessarily means the entire Board, not just select members thereof.
The HOA lawyers have now created an adversarial situation and relationship among board members and they’ve compromised themselves because they have taken an adversarial position to and in direct conflict with one of their client’s “constituents” as defined by the above rules, i.e., an equal Board member to whom they are obliged to report.
The HOA attorneys should have immediately recused themselves but instead, they went all in on this obvious conflict of interest and dereliction of their fiduciary duty to their client, the HOA, through the HOA’s constituents, the entire Board.
And if, as the attorneys for the HOA, you are going to advise some Board members to violate rules and treat other board members differently, you really have no business representing this HOA or any HOA for that matter.
And if the argument is now, see, there’s a breach of confidentiality with this report, the answer is simple: the HOA lawyers with the other Board members literally just created an adversarial situation and relationship and they created a conflict of interest where none previously existed, so:
There’s surely no confidentiality between adverse parties.
Creating an adversarial relationship, which the HOA lawyers did in this case, by denying an equal board member access to records that other board members freely have, and then advising the other Board members to deny this access, for which they illegally voted in secret to do (yet another statutory violation) necessarily means that the adverse parties are not in privity with each other and therefore no confidentiality exists as a matter of law.
There’s no confidentiality between adverse parties by definition; they’re adverse to each other. And exactly what are they hiding?
Florida Evidence Code Section 90.502 (4)(c) also has an exception to the attorney-client privilege where there is therefore also no confidentiality:
“(4) There is no lawyer-client privilege under this section when: … (c) A communication is relevant to an issue of breach of duty by the lawyer to the client or by the client to the lawyer, arising from the lawyer-client relationship.”
The attorneys created this breach of duty when they became adversarial to one of the Board members to whom they report on behalf of the client, which is the HOA. Therefore, there is no attorney-client privilege or confidentiality. The lawyers breached it, and to add insult to injury, you’re getting billed for it.
Now, tell me the non-existent authority upon which certain individuals erroneously believe that the Board’s work is confidential (except for Jeff’s pool buddies and favored committee chairpersons).
Tell me how it is that some Board members have access to records meant “for the Board” while other equal Board members don’t.
Tell me how the HOA lawyers have not created an adversarial relationship between the individuals who comprise the group/entity that they report to (the Board).
Tell me how the HOA lawyers are not hopelessly conflicted by representing some members of the entity they report to against another equal member of the entity they report to.
Tell me how the HOA lawyers have not violated the very Bar rules they are obliged to follow when they chose to represent some members of the entity they report to against another equal member of the entity they report to.
All of this occurred behind closed doors on your dime, without a vote at an open meeting to spend your money and incur HOA debt. It’s no wonder they bumped up the budget for legal fees from $12,000 to $15,000 to $25,000 for 2023.
The potential financial exposure that the HOA lawyers may cost this HOA in the long run should concern every single one of you, and there’s a nice long statute of limitations before the issue becomes moot. And remember, corruption is never confidential.
1. Entertainment: [flyers and emails to follow for all planned events.]
2. Safety & Security: big vendor trucks are blocking emergency vehicle access through the roads. This is serious; if you have a vendor with a large truck, you must make sure that the roadways are accessible to emergency vehicles.
3. Recreation: [flyers and emails to follow for all planned events.]
Old Business: (none listed on agenda; “The Guardhouse” was added at the meeting)
Part III: Illegal Add-On To Agenda Disrespecting the Members
Without the mandatory minimum 48-hour notice to the community, the Board with the exception of Arthur added “The Guardhouse” to the agenda and illegally denied you your statutory right to speak about agenda items before the Board votes thereon.
Arthur stated that this was very disrespectful to the members in addition to being in complete in violation of the statute, 720.303(2)(b) and (c) which requires a minimum 48 hours’ notice with respect to all agenda items.
Arthur noted that you can expand members’ rights but you cannot restrict their rights under the statute, and that the Board has no right to limit their ability to speak. He noted that the Board needs the members’ feedback before voting on issues and that it is very disrespectful to the members. Did the rest of the Board care? No.
The property manager in her report asked for this item to be added to the agenda (without notice to you) and voilà – it was added to the agenda without the opportunity for you to comment on it before the vote, or even to make plans to show up to the meeting based on an agenda item which may be of interest and importance to you. You were deprived of that legal right once again.
They decided to impose new limitations on your guests coming into the community for a two-month trial period: the guard will not call you when your guest or vendor arrives. You must call them into the voicemail or use GateKey. You are not to call the guard directly or to show up at the guard shack.
At the second residents’ input session, a resident got up and complained that the guard called him to tell him that the pest control vendor has arrived even though the vendor is listed on his permanent guest list in GateKey.
I have also personally experienced this exact issue multiple times, where the guard calls regarding a vendor who is already on our permanent guest list.
So now it appears that those vendors are going to be turned away under this new rule even though we have them inputted in GateKey. Getting them to return is a whole other issue and creates problems for residents who have these recurring vendors.
Jeff took the vote; Arthur refused to vote. Jeff and some other Board members, including Pat, objected to Arthur’s refusal to vote.
Jeff: no more abstentions, only for conflicts of interest.
Arthur: I can’t vote for something you didn’t give notice to the community about.
Pat: it should be a no vote.
During the Round Table discussion at the end of the meeting, Sue challenged the claim that there could be no abstentions except for conflicts of interest.
She stated that abstentions are not the same thing as a no vote and also correctly stated that abstentions would be appropriate if one has an ethical or moral issue with the matter at hand, and this certainly fell into that category because it was done without member knowledge or input as required by the statute.
As of press time, it is unknown how this will ultimately be listed in the official Minutes; certainly a “no” vote should not be attributed to someone who did not vote “no” and who abstained, as listing his abstention as a “no” vote would be dishonest and a corruption of the actual record.
1. Golf cart repairs / Southern Golf Cars /$ 2,168.89 – Jeff Green
This is the cart that the property manager uses to get around. It needed some repairs; Jeff made the motion and Harvey seconded it and was unanimously approved.
2. Bike rack & Paver Installation / APC / $2,596 – Jeff Green
This is for pavers and an additional bike rack next to the existing one. Jeff made the motion and Arthur seconded it. It passed unanimously.
3. Ductwork Repair / Island Air / $2,340 – Bob Dingee
This is in the attic above the small card room in the clubhouse. It passed unanimously.
4. Har-Tru / 10-S Tennis Supply / $3,452.72 – Jeff Green
This is for 288 bags (4 skids) for the tennis and pickleball courts (the surfacing). The rain washed away a lot of it per Jeff. It was seconded by Pat and passed unanimously.
Second Residents’ Input Session: (highlights only)
1. Resident #1: this resident complained that two former board members’ spouses repeatedly walk in the middle of Cascade Lakes Boulevard forcing cars to go around them and they should use the sidewalks, as this is a safety hazard.
He also stated that many people speed on the Boulevard. He said the front entrance at Military Trail is a vulnerable spot from a security standpoint.
2. Resident #2: this resident’s comments were addressed in the Guardhouse add-on discussed above and concerned the guards turning away vendors who were in fact on the member’s permanent guest list.
3. Resident #3: this resident was concerned that the new rule for the guardhouse was punishing residents who are negligent or forgetful and suggested that turning away guests was perhaps an overreaction. He suggested something less severe, such as a first-time warning. His suggestion was ignored because the Board already voted without his input.
4. Resident #4: this resident was concerned that the community is not secure and is, essentially porous (my word, not his). He wants a front pedestrian gate and he wants people identified as they come in along the pedestrian walkway.
Jeff: this is a gated community, not a secure community. No other community has a fence all around. Keep your doors locked, your alarm on, your ADT, and your car locked.
Jeff also stated that you don’t know if it’s a resident who sees an unlocked car and then takes a computer left exposed in it; there’s no way to tell.
I agree with Jeff on this one. This is a gated community, not a secure one. And many of us don’t want it to look like a fortress or a prison.
Round Table Discussion and Adjournment:
Harvey noted that a gate at the front of the community would require a community vote because it would cost more than $40,000 and “we just can’t do it because we want to.” Glad to hear he figured that out after the fence/gate scandal of a couple of years ago when he tried to do an end-run around the community vote on this exact project.
Arthur wished everyone a Happy Thanksgiving after which the other Board members followed suit.
Richard said the property manager watches our finances.
Harvey moved to adjourn the meeting and it was adjourned at 10:28am.
Thanks for reading, and to all of our wonderful neighbors and readers, thank you again for your unwavering support!
Your faithful scribe, Vicki Roberts
Hyperlinks To Happiness:
1. Sun-Sentinel October 11, 2022 article, “Boca condo board loses bid to withhold financial records from ‘troublemakers’”
2. “Explosive: Lies Exposed, A Smoking Gun, and Vindication:” June 15, 2022 Board meeting
3. “WHY IS THE BOARD PARTYING WITH VENDORS?” – October 29, 2022 CL-Update