SHARON BROSS WANTS TO GIVE YOUR QUAIL MEADOW HOA DUES TO CHARITY. HER CHARITY.

Startlingly unaware of the implications of her actions, a June 28, 2022 email to Quail Meadow's board of directors from director Sharon Bross, also the president of the Ibis Charities Foundation, Inc., a Florida not-for-profit, 501(c)(3) tax exempt organization, shows that Bross solicited from Quail Meadow a charitable contribution to be directed to Ibis Charities Foundation, her foundation. The subject line of the email, "An idea," explains how Bross saw another Ibis HOA "setting up a protocol [where, when] someone in the neighborhood [passes] away, the HOA makes a . . . donation to Ibis Charities and then we send a card expressing sympathy to the surviving spouse." A second email thread initiated by Bross in August requests that the Quail Meadow Association authorize a donation on behalf of the community landscaping vendor's recently deceased fiancée to a charity called the HLH Heroes Foundation.

Superficially, Bross' appeal to make small charitable contributions as expressions of condolence appears unobjectionable but this is not a call by Bross for individuals to donate. Bross' solicitation specifically requests that the Quail Meadow board of directors divert proceeds of Quail Meadow's mandatory dues assessment, paid by the Quail Meadow Association membership, to fund charitable giving, in one case to the charity of which Bross is president.

Astonishingly, apart from the obvious conflict of interest, it apparently never occurred to Bross to first determine whether under Florida HOA law and Quail Meadow's organizing documents, the Quail Meadow HOA -- or any other Ibis HOA -- is authorized to make charitable contributions in the first place. According to a survey of Florida HOA lawyer opinions on the subject, Florida homeowners associations have no such authority.

Board member and prior board president Valerie Halaby researched the issue upon receiving Bross' email, and within minutes determined that the consensus among Florida HOA lawyers is that charitable contributions by a Florida HOA are beyond the scope of its statutory authority and are therefore unlawful. Here is some of what she found:

"Unless there's some tie into how the contribution is to going benefit association members, I say no." In Florida, it's illegal to spend money on something other than what's considered an authorized expense in your governing documents, advises Bob Tankel, principal at Robert L. Tankel, P.A."

Attorneys at Goede, Adamczyk & DeBoest, PLLC respond to questions about Florida community association law. Here's one on the subject of charitable contributions by HOAs:

Q: The board of directors at my association is thinking about making a donation to a local charity in the name of a past president who recently passed away. Is this legal?

C.W., Tallahassee

A: No. Association assessments collected from the owners are to be used for common expenses of the association. Making charitable donations is not a proper association common expense. What would be appropriate would be for the board to solicit voluntary donations from the owners and then donate that money to the charity.

Whether the legal system ultimately penalizes this conduct as improper remains to be seen. The above opinions of Florida HOA lawyers are in line with the consensus view among lawyers in other states that unless expressly authorized by the association governing documents or directly benefiting the association's members, charitable contributions by the homeowners association are not permitted.

There is the additional element here that Bross is not a disinterested party but rather is the president of the foundation to which a contribution is to be directed according to her solicitation "idea." What comes through in Bross' discussion of adopting the "protocol"already in place in another (unnamed) Ibis community, is that this is about marketing a pro forma sympathy call that her foundation can standardize and scale: "[When] someone in the neighborhood [passes] away, the HOA makes a . . . donation to Ibis Charities and then we send a card expressing sympathy to the surviving spouse." It's formulaic and repulsive, not to mention exclusively in the interest of Bross' Ibis Charties Foundation without any tangible benefit whatsoever to Quail Meadow.

Two board members got it right. Halaby and another former Association board president, Harriet Sacher, objected to the payments. Halaby stated her position to Bross and the other board members:

"It's wrong. This is the second time this has happened now. Where would we draw the line in using funds not allocated in a line item in our budget? The HOA funds belong to the entire community of 84 homeowners and not to be allocated for personal preferences. However, I am in favor of you taking up a collection and each of us donating personally. I do think it's a loving gesture and those of us who know Matt would welcome a collection of donations. I would personally donate $50 . . . As a word of caution - just because other neighborhoods have supposedly adopted this practice doesn't make it right or mean that we should follow. Maybe we should lead."

Sacher expressed a similar sentiment:

"Although I think it is a lovely gesture, I feel that we have never donated or contributed when one of our own homeowners has passed away. If you wish to give individually it would be the way to go in my opinion."

If Bross wants to craft an image of herself an an active do-gooder, that's her absolute right. The issue for the Quail Meadow membership is whether Bross, operating as a fiduciary in her capacity as member of the Quail Meadow board of directors, can faithfully discharge her fiduciary duties to the association and its membership. Clueless about her responsibilities and ignoring red flags obvious to a qualified fiduciary, her actions show she cannot.

Without real world experience as a fiduciary, apparently without training and without any instinct or natural aptitude to rely on in navigating the complexities of exercising fiduciary responsibilities, Bross is without the competence to discharge her responsibilities as a community guardian and should immediately resign. The rest of the four member "executive board,"Brenda Mueller, Anthony Chiarello and Lucy Connery, did nothing to stop this squandering of Association funds. Equally clueless, they rubber-stamped Bross' solicitation and should follow her out the door. The Quail Meadow donation to HLH Heroes Foundation, moreover, was undertaken without a meeting of the board in violation of F.S. 720.303(2)(a), which also prohibits casting a vote on an association matter via email, which these four did on or about August 19, 2022, when they approved the HLH Heroes donation by email vote without noticing a board meeting. It wasn't the first time these titans of association guardianship convened a board meeting and conducted board business privately, in violation of the basic provisions of the Florida Homeowners Association Act; if they're permitted to remain in office, it probably won't be the last.