Q: Condo Board's resolution can be retroactively applied?
I live in a 356-unit condo in Florida. In August 2022, the president of the board entered into a retainer agreement with a law firm to represent the Association in a couple of lawsuits. There was not a duly association’s meeting where this agreement was ever discussed, let alone, approved by a voted resolution of the majority of the members of the board. The agreement and the work order for the retainer payment to the attorney was signed ONLY by the president of the board. A year later, when the authority of the law firm to represent the Association was challenged before the court, the board held a meeting to approve the retainer contract. My question is, Does the board's after-the-fact approval retroactively validate the law firm’s actions during before-approval representation?
A: Often, when there is potential or pending litigation, the board of directors will meet with the attorney in a closed legal meeting subject to attorney/client privilege and the retainer agreement results from that consultation. It is also possible the other board members authorized the president to meet with the attorney because it is cost efficient. The ratification is merely a formality in those instances. There could be something in your bylaws that requires more but Chapter 617, Not-for-profit Corporations, as well as most association documents, authorizes the ratification of board actions.
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