F.S. 720.303(2) is the statute that turns every HOA board meeting into a semi-public event. Board members who treat board business as private conversation end up in trouble; boards that count quorum wrong void their own votes. This post covers the open-meeting default, the two lawful exceptions, the quorum-count rule, and the email-voting prohibition that catches new boards the most.
What the statute says
The open-meeting default lives in F.S. 720.303(2)(b):
Members of the board of directors may use email as a means of communication but may not cast a vote on an association matter via email. A meeting of the board of directors of an association occurs whenever a quorum of the board gathers to conduct association business.
And on open-meeting access, F.S. 720.303(2)(c):
All meetings of the board must be open to all members except for meetings between the board and its attorney with respect to proposed or pending litigation where the contents of the discussion would otherwise be governed by the attorney-client privilege.
Two load-bearing rules: meetings are whenever a quorum gathers on association business, and meetings are open to all members with a narrow attorney-client-privilege exception.
"What makes something a board meeting?"
F.S. 720.303(2)(b) is explicit: a meeting occurs whenever a quorum of the board gathers to conduct association business. Three patterns that ARE meetings even if the board claims otherwise:
- A group email thread among a quorum where decisions get proposed + agreed to. If the email chain results in a consensus that gets executed, it was a meeting (and an illegal one because email voting is prohibited).
- A pre-meeting "informal discussion" in the parking lot where the actual decision gets made. Courts have treated these as meetings and invalidated the subsequent formal vote when the parking-lot discussion was not noticed.
- A workshop, committee meeting, or social event where a board quorum discusses association business. If the discussion covers association business, it is a meeting.
"Can the board meet privately with counsel?"
Yes, narrowly. F.S. 720.303(2)(c) carves out meetings between the board and its attorney about proposed or pending litigation. Four practical limits:
- The attorney must be actually retained. A board member's personal attorney does not create the carve-out.
- The topic must be proposed or pending litigation, not general legal advice. A meeting about "legal issues generally" does not qualify for the exception.
- The closed-session minutes still get recorded. The minutes do not need to reflect the substance of the privileged discussion, but they must record that a closed session occurred, its duration, and the members present.
- Personnel-matter discussions do NOT get the same exception under F.S. 720.303(2)(c), unlike the analogous condo statute. Boards that try to borrow the condo carve-out for HR issues are operating outside the HOA statute.
"How do we count quorum?"
A board-quorum is a majority of the seated directors unless the declaration provides otherwise. Three practical rules:
- Vacant seats do not count in the denominator. A 5-seat board with one vacancy counts quorum as 3 of 4, not 3 of 5.
- Directors attending remotely count for quorum if the declaration authorizes telephonic or video participation. Most modern declarations do; verify before assuming.
- Proxies do not count for board quorum. Unlike membership meetings (where member proxies count toward quorum), directors must be present in person or remotely; they cannot send a proxy.
"What happens if the board voted without a valid quorum?"
The vote is voidable. A member who challenges within the statutory window (typically 60 days) on quorum grounds usually prevails. The action is re-voted at the next noticed meeting with a valid quorum. If the vote was on an expenditure the association already paid, the association recovers from the vendor or absorbs the loss depending on contract terms.
F.S. 720.305(1) fee-shifting applies. A successful quorum challenge awards the member attorneys' fees; a failed challenge awards the association's.
"What about the email-voting prohibition?"
The most common rookie-board mistake. F.S. 720.303(2)(b) is explicit: board members may not cast a vote on an association matter via email. Three patterns to avoid:
- "Reply ALL with your vote" polling. Illegal vote, even if everyone agrees. The decision must happen at a noticed meeting.
- Unanimous written consent in lieu of a meeting. Not authorized by Chapter 720 for standard HOA board actions, unlike Chapter 617's provision for nonprofit-corporation directors. The HOA statute trumps when there is a conflict.
- Email ratification of a pre-discussed decision. Same outcome as #1; if the decision was reached outside a noticed meeting, the email ratification does not cure the procedural defect.
The cure is simple: call a noticed meeting (48-hour notice minimum per F.S. 720.303(2)(c)), convene telephonically if needed, vote on the record. That is the procedure the statute wants.
The practical takeaway
HOAStream pulls F.S. 720.303(2) alongside the declaration's board-meeting-procedure clauses in under 500 milliseconds, so CAM teams have a ready reference when a rookie board proposes an email vote. Nothing in this post or in the product is legal advice. For a specific contested vote where quorum or open-meeting compliance is at issue, a retained Florida HOA attorney is the right call.
If you want the full board-meeting statute stack alongside your community declaration, sign up at /cam or /board.