NO BOARD MEETINGS IN 14 YEARS!

BOARD PRESIDENT RUNS THE SHOW AS CEO

An Opinion By Jan Bergemann 
President, Cyber Citizens For Justice, Inc.

Published February 15, 2014 

    

Reading the headline you may wonder: How is this possible considering the requirements of publicly noticed board meetings in the Florida statutes 720?

  

The explanation was given to the owners of the OASIS AT PALM AIRE ASSOCIATION, INC. at the budget meeting on November 16, 2013 by Leonard Martin, president of the board of this association, who obviously appointed himself as CEO -- and sole decision-maker when he reported: “We only meet twice a year for those of you who are new. We have one budget meeting and next month you’ll receive a letter and we’ll have an election meeting. Pretty much we run the board as a CEO of a company. The majority of the information comes to me. I make the decisions and unless I have to talk to another board member for repair situations for most part and to address the management company to make sure they are doing their job and the gates are running like they are supposed to run.” Oops -- there you have it!

 

Maybe that's the reason why the letterhead of the association announces: "Best Kept Secret In Broward County!" Could it be that it refers to the secretiveness of the board actions?

   

I guess Martin really wanted to say: "I run the board as a CEO of a company," because other board members came and went, resigned and/or were appointed by him behind closed doors, without even bothering to inform the other owners about changes in the board membership and without holding publicly noticed board meetings as required for such decisions by Florida statutes. 

  

From the year 2000 to 2009 the then Oasis board president ruled the community as CEO and sole decision maker. No board meetings were ever held in these years. When Leonard Martin took over in 2010 from his predecessor he also ran the association like it was his own private kingdom, making decisions without board meetings and using reserve funds as a general rainy day account, according to the financial records of the association.

  

Make no mistake, according to Florida statutes a president of the board of a homeowners' association is in reality just another board member with one vote -- like any other board member.

  

Any decision has to be made by the board in a public meeting, officially announced minimum 48 hours in advance. And even if a decision has to be made quickly because of a real emergency, this decision has to be confirmed at the next official board meeting.

   

So, quite a few owners were happy to hear that Martin announced at the budget meeting that he would move to Georgia and wouldn't stand for reelection at the upcoming annual meeting in December. At this budget meeting the folks present discussed as well the very important sentence the Florida legislature just added to FS 720.306(9): An election is not required unless more candidates are nominated than vacancies exist.

  

This sentence was directly taken from the Condo Act [FS 718.112(2)(d)4.a.] and is serving condos real well. Many condos are actually stopping the whole election process as soon as it is determined that there are no more candidates than open seats.

 

And since only three candidates volunteered for the three open seats everything seemed to be going smoothly.

  

The December 14 annual meeting couldn't take place because no quorum in person or by proxy was present. In reality, many owners didn't even bother to show up, because since only three candidates volunteered to fill the three open seats no election was necessary -- according to Florida statute FS720.306 (9). So the board started to seat the new board members and to hold the required organizational meeting to vote in the new officers. That's when the situation escalated and the whole plan of Leonard Martin fell apart. 

   

One of the new board members, Dianne Bessette, refused to play Martin's game. Martin was planning to appoint his successor himself and have somebody filling his position who would look "friendly" at his actions over the past few years. Please take a look at the EXPLANATIONS of Dianne Bessette telling her side of the story of what really happened at the organizational meeting in an immediate response to the annual meeting report she received on December 24. It's an eye-opener!

  

In a LETTER TO THE MEMBERSHIP (attached to the MINUTES OF THE ANNUAL MEETING) the homeowners received as a Christmas present from their "president", Martin explained his side of the events at the meeting on December 14. He is clearly blaming a resident for the interrupted meeting, but states in his letter that "one of the elected residents quit as a Board member." With other words: Even in his letter Martin declares Dianne Bessette an "elected" director. By the way, that "disruptive" member just tried to explain to Martin that the president had to be a director and Martin is no longer a board member since the three "elected" new board members were seated! As far as I know board members who didn't run for reelection are no longer board members as soon as the new board members are seated. But that's definitely not the way Martin sees it!

   

But all that didn't bother Martin who was still under the impression that he was still the CEO of the OASIS AT PALM AIRE ASSOCIATION, INC. When Dianne Bessette rescinded her resignation in writing, as was her right according to the bylaws, receipt of which was confirmed via certified return receipt mail (yet she remains unrecognized as a director). She mailed a LETTER TO ALL MEMBERS of the association explaining her side of the story. But then things really got out of hand. Martin was scrambling to keep his ship -- that really wasn't his ship any longer -- afloat.

 

Many owners were even more surprised when they received a LETTER DATED JANUARY 31, 2014 in the mail, sent by Russell M. Robbins, Esq., stating that he mailed this letter in his capacity as association attorney who was "retained" last autumn. The association members were never informed about anybody hiring Robbins as association attorney. Hiring an association attorney is the task of the board by majority vote at an official board meeting where a quorum is present. Since no such board meeting ever took place it leaves the question: Who hired Robbins, who signed the retainer he says he has in his possession? Since no board meeting took place it's obvious that somebody without the necessary authorization hired this attorney. Maybe the person who hired Robbins should pay his bills?

 

In his letter attorney Robbins made it very clear that in his opinion no matter what the statutes have to say about no election having to take place if the number of candidates equals the number of seats, a quorum has to be present. In his opinion the discussion in last year's legislative session and the legislative intent when including the sentence "An election is not required unless more candidates are nominated than vacancies exist" (wording change to FS720 that went into effect on July 1, 2013) doesn't really matter. In his opinion nothing goes without a quorum! Period!

 

Even after being informed about this new sentence in the statutes and the circumstances at the meeting, he confirmed his opinion in an E-MAIL DATED FEBRUARY 4, 2014.

   

Even the community association managers (CAM) from M & M MANAGEMENT COMPANY tried to get involved, despite the fact that they are now stating that they are NOT the management company for the association and that they are just hired for help with financial issues. Last I heard, election disputes don't fall under the category of financial issues? But Robert Miller, partner of this CAM firm, gave Dianne Bessette his legal explanation in an E-MAIL mailed on February 4, 2014. 

 

No matter what, the self-appointed CEO was leaving for Georgia -- the moving van was seen in front of his home this week. Based on the attorney’s letter the two former board members who were not up for election apparently resigned over the events that transpired at the December 14 meeting (no official announcement was ever distributed to the membership) and the other two board members may not even be eligible to serve on the board [FS 720.306(9)(c)]. Any director over 90 days delinquent in payment is removed from the board, cannot run for the board or be reappointed to the board. According to recent financial statements this may have been the case. It looks like the whole board situation in this community is a total disaster -- in my opinion caused by an owner who was elected board president but appointed himself as a CEO the same way his predecessor did back in 2000.

 

The membership can only hope that a new board can be seated in the very near future -- without litigation -- and that this new board finds a person willing to serve as the president of the board and not as a power-grabbing CEO, who is plainly ignoring the existence of all other board members -- and the Florida statutes!

 

It may as well be helpful if the incoming board members bother to learn the statutes and governing documents of their community. By the way, Dianne Bessette took the time and attended the official HOA Board Member Certification Seminar. If ignorance prevails and a board president assumes the role of dictator these kinds of problems seem to be pretty common!

 

And homeowner living in mandatory homeowners' associations can only hope that the Florida legislature finally creates understandable election laws for HOAs, laws that will avoid these kinds of arguments that splits whole communities and provide a regulatory agency for owners to turn to when it does happen. 


On Feb 4, 2014, at 1:02 PM, "Robert Miller" <Robert@mmpm.us> wrote:

Dianne, The main point is that a quorum must be maintained before anything occurs. There was no quorum therefore the rest is moot.

 

There was nothing to rescind, challenge or otherwise. 30% of the owners needed to be present in person or by proxy. This did not happen so the fact that 3 ran for 3 spots is a non-issue. Quorum would have to be obtained for the election could be called to order. Therefore, no election, no change in directors. No election then no organizational meeting. The quorum must be first for anything else to occur.

 

Robert J Miller, Partner

M&M Property Management

1412 S Powerline Road

Pompano Beach, FL 33069

Office: 954-582-4400


On Feb 4, 2014, at 2:16 PM, "Russell M. Robbins" <rrobbins@mbrlawyers.com> wrote:

Dianne,

 

The letter explained in detail the issues.  Without a quorum, the individuals desirous of being elected to the Board of Directors cannot be appointed.  Without a quorum, no business can be conducted.  Whatever occurred was an error.  Likewise, the Organizational meeting agenda did not include appointment of directors to vacant seats, and as was stated in the letter, the meeting was not completed due to disruptions, so no  candidates could have been appointed to vacancies.

 

As stated in the letter, there are still two (2) vacancies, that the Board is desirous of filling (and a third when Leonard sells his home).  If you are interested in service on the Board, you are encouraged to respond to the letter and include a brief statement of your experience and qualification.  Regardless of what occurred at the meeting, legally the appointments could not occur without a quorum of the homeowners.

 

I have not personally met or appeared before the Board of Directors.  My firm was asked for a retainer agreement on several occasions, and on the most recent occasion it was returned to me executed.

 

Russell M. Robbins, Esq.

Florida Bar Board Certified – Real Estate Law

Mirza Basulto & Robbins, LLP

9690 West Sample Road

Suite 103

Coral Springs, Florida 33065-4046

(954) 510-1000 Phone

(954) 510-1001 Facsimile

RRobbins@mbrlawyers.com

www.mbrlawyers.com

AOL IM: rmrobbinsesq


From: Dianne Bessette <hdbest20@bellsouth.net>
Date: December 24, 2013 at 12:08:32 PM EST
To: Oasis at Palm Aire HOA - Brenda Moskowitz <
brenda@mmpm.us>
Subject: Re: Oasis at Palm Aire HOA - Important Notice

This information is Not correct.  I withdrew my name as the actions of the current board were not proper and according to the laws currently involving HOA's.  The current members told me they were grandfathered in and did not have to abide by and rules and regulations.  

They told me that they would appoint me as president only if I agreed to resign so that Leonard who was no longer a board member could appoint a resident to be president.  No mention from the board or Leonard to form a financial chair position which was suggest by Val to correctly conform to our documents.  They met and made Agreements contrary to the Florid Sunshine Laws.

I suggest you correct this inaccurate information regarding election procedures so that it will not be necessary for the State of Florida to investigate our association and it's behaviors.  

Dianne J Bessette


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