ILLEGAL BOARD MEETING, VOTE, AND RESOLUTION BY 4 BOARD MEMBERS
I accidentally stumbled on a document in the FirstService Residential residents’ portal. It is a resolution signed by president Jeff, vice-president Harvey, treasurer Richard, and secretary Pat, and it is dated May 3, 2022.
It was uploaded to the FSR portal on June 8, 2022, and it is a resolution which allows director/treasurer Richard access to FirstService’s proprietary software account to manage the HOA’s finances.
It states that Richard is a certified public accountant, and, on that basis, they appear to be giving him access as the HOA’s treasurer. Here is what it says in pertinent part:
“WHEREAS, the Association’s treasurer, Richard Greene, is a certified public accountant, and has requested access…”
This resolution was signed without the knowledge of at least two Board members, Sue and Arthur. In order for it to have been signed, there had to have been a private, closed meeting, the resolution, and the vote.
And even without a meeting, clearly there was a vote because they all affixed their signatures to this document, approving it and authorizing it, and on that basis, Richard has access to the proprietary information.
All of that was illegal because it was required to be at an open meeting with a Board vote, and certainly it was illegal to have been done without even the knowledge of the other Board members.
And yet we have the smoking gun, the actual Florida document with the four signatures of these wayward Board members on the document. Here is the actual document (and for ease of reference, the third “WHEREAS” states that Richard is a CPA):
It says in its title: “RESOLUTION OF THE BOARD OF DIRECTORS…” but that’s false because the Board was not advised of the existence of this document nor its contents.
These four Board members are acting as if they alone constitute the Board when in fact the Board consists of seven members, and at least two of them had no knowledge of this document until I found it on the FSR site and mentioned it to them, much to their shock.
This resolution is posted on the FSR portal which is accessible to all residents (that’s how I discovered it).
In addition, the HOA’s legal invoices from the lawyers are for the most part also not privileged: anyone can ask for copies of them as I have done in the past, and the part about this resolution would not be redacted because it doesn’t concern HOA personnel or pending litigation.
This was not a litigation issue or even a personnel issue, so it’s not privileged under Florida statute 720.303, and it should have been raised at a duly noticed Board meeting so that the residents and other Board members could be aware of it.
And yet a review of the legal invoices from the HOA attorneys shows an entry on March 28, 2022 as follows: “work with Brian relative to requested resolution.” Brian Meanley is another lawyer in the attorney’s office and this entry was attributed to attorney Lou Caplan.
So, who requested legal work on behalf of the HOA “relative to requested resolution?” We know of no other resolution to which this could possibly refer. And why was this done without the knowledge of all equal Board members?
It bears repeating and emphasizing that absolutely none of this is “Board eyes only” material. All of it consists of documents that all HOA members are entitled by law to read and copy.
Now, Richard has been going ballistic whenever I, Arthur, or Sue mention something legal (anyone else is free to do so even with no legal training, as proven in the June 15, 2022 Board meeting when others were flinging around the words “hearsay” and “harassment” with total abandon and with no objection by Richard or anyone).
His objection is that I don’t have a Florida law license and therefore I cannot opine about statutes and legal language in contracts, even though in fact the analysis is exactly the same when reviewing either and/or both.
So others are free to discuss what hearsay is and what constitutes harassment under the law, but Vicki Roberts, a litigator for almost 40 years, is disqualified from opining about anything remotely resembling a legal theory on any topic according to Richard.
Well, guess what: Richard is not listed in the Florida Department of Business and Professional Regulation under CPA licenses. That’s right, he’s not there. Yet this document claims he is a CPA. This is a Florida-specific document relevant to the HOA, which is a Florida corporation, and the access in question concerns Florida business only.
Florida has a Board of Accountancy and a Department of Business and Professional Regulation. There are specific requirements in order to obtain and maintain a license as a CPA in Florida. One may not hold oneself out as a CPA in Florida if one is not licensed as a CPA in Florida, despite the fact that two plus two is four whether you’re a CPA here or anywhere.
Richard has been particularly interested in repeatedly calling out me, a seasoned lawyer, who is licensed elsewhere but somehow not qualified to read legal documents and statutes here in Florida, so it is particularly ironic now that we find out that he suffers from the same lack of Floridian licensure.
This, however, is far worse, because he signed a document stating he was a CPA. In fact, I have never done such a thing on a Florida document, nor have I ever represented to anyone that I am a lawyer here in Florida, because I’m not. I have an active California license.
However, this guy, Richard Greene, signs his name to a Florida legal document attesting to the fact that he is a CPA, and he is not on the roll of CPAs here in Florida.
He has not passed a test, taken required continuing education, or fulfilled any of the requirements to call himself a CPA here in Florida.
In fact, he doesn’t even have an active CPA license from his original home state. Here is a printout of the official New York State license verification page for Richard, which shows that his CPA license is, in fact, INACTIVE. Take a look:
And yet here he is affixing his name to this official Florida HOA document, which states that he is a CPA, potentially exposing the HOA based on this misrepresentation, and submitting it for the specific purpose of gaining access to a restricted software program.
So I don’t want to ever hear this man comment again about my status as an out-of-state lawyer. Next to the word hypocrisy in the dictionary should be this guy’s photo.
So, here we have four Board members acting on their own without the knowledge of the community and without the knowledge of other Board members and one of these signatories is apparently pretending to be a licensed CPA in Florida.
Don’t let them tell you that this was strictly ministerial in nature. This is a legal document with legal consequences that gives access to Richard to sensitive and proprietary information belonging to FSR based on the belief and/or the representation that he is a CPA, and yet he is not a CPA in Florida nor is he an active CPA anywhere.
Why was this document done in secrecy? What else have these four Board members done in secrecy? When is enough enough? I suppose at election time.
Finally, to the haters out there who have my reports forwarded to them (I purged many of them from my address book on my own initiative but apparently, they feel the need to continually read them anyway):
This isn’t divisiveness; this is called TRANSPARENCY. What creates divisiveness is the lack of transparency once the truth and the facts are exposed, as we have in this case.
Arthur intends to bring a motion to rescind this illegal resolution at the next Board meeting on July 20, 2022. This issue needs to be done at an open Board meeting and the document needs to be amended to make sure that it makes clear that Richard is not a licensed CPA in Florida nor does he possess an active CPA license anywhere.