RESOURCES

The Condominium Board of Administration


Board Meetings/Committee Meetings/Notices

31. What is considered a board meeting?
32. What happens when a board member who is in attendance at a board meeting fails to cast his or her vote on a matter brought before the board for a vote?
33. Board members often gather for dinner. The board members claim they are not discussing association business. Unit owners believe we should be able to attend these dinners if condominium matters are being discussed. What do you think?
34. Is there a time limit in which the board must make the minutes of a board meeting available to unit owners?
35. Recently four board members resigned. Since only one board member is left we have not been able to conduct meetings, as we must have at least three members present for a quorum. No one is interested in serving on the board. What do we do?
36. One of our board members refused to vote on an issue that recently came up at a board meeting. The board considered it as a "no" vote. Is this proper?
37. Must a board inform unit owners as to what a meeting is about? Although the board provides unit owners with notices of the meetings they do not include an agenda.
38. Isn't the board required to provide unit owners with board meeting notices?
39. Does a unit owner have the right to speak on items not included on the agenda of a meeting?
40. Does a unit owner have the right to record a board meeting?
41. Is it proper for a board meeting to be conducted over the telephone?
42. Are unit owners allowed to attend and speak at meetings (board meetings, committee meetings, and membership meetings)?
43. How are committees formed and who has a right to participate in them? Do unit owners have the right to attend the meetings?

Elections/Vacancies/Terms of Office of Board Members

44. I would like to know how a vacancy on the board should be filled.
45. What is the law concerning the length of terms for board members?
46. What do the statutes provide regarding the board mailing out information sheets for candidates to the board?
47. May candidates for the board of administration engage in campaigning for election?
48. May the board appoint an individual to fill a vacated position on the board without conducting an election?
49. If an association has the same number of candidates for positions to be filled as there are vacancies on the board, do they need to prepare ballots and hold an election?
50. Is an association permitted to use proxies in the election of directors?

Board Member Rights & Responsibilities

51. What are the duties of the board of administration?
52. What are the powers and responsibilities of the board of administration?

Recall of Board Members/Arbitration

53. We have a board member who we feel is acting improperly. How do we remove him from the board?
54. What if a board does not certify a recall of a member or members of the board of administration?


31. What is considered a board meeting? A condominium board meeting is defined as any gathering of the members of the board of directors, at which a quorum of the members is present, for the purpose of conducting association business.

32. What happens when a board member who is in attendance at a board meeting fails to cast his or her vote on a matter brought before the board for a vote? A board member who is present at a meeting when action is taken shall be presumed to have assented to the action, unless he or she votes against the action, or abstains from voting because of a stated conflict of interest. A vote or abstention for each member present shall be recorded in the minutes of the meeting.

33. Board members often gather for dinner. The board members claim they are not discussing association business. Unit owners believe we should be able to attend these dinners if condominium matters are being discussed. What do you think? It is considered a meeting of the board when a quorum of the board is present and association business is discussed. Meetings of the board must be properly noticed and the unit owners have the right to attend the meeting.

34. Is there a time limit in which the board must make the minutes of a board meeting available to unit owners? There is no time limit provided by Chapters 718 or 719, Florida Statutes, for the association to reduce the minutes of meetings to writing. One may refer to the documents of the association for clarification. However, the records of the association, including a book or books which contain the minutes of all meetings of the association, shall be made available to a unit owner within 5 working days after receipt of written request by the board or its designee. The right to inspect the records includes the right to make or obtain copies, at the reasonable expense, if any, of the association member.

35. Recently four board members resigned. Since only one board member is left we have not been able to conduct meetings, as we must have at least three members present for a quorum. No one is interested in serving on the board. What do we do? If an association fails to fill vacancies on the board sufficient to constitute a quorum in accordance with the bylaws, any unit owner may apply to the circuit court for the appointment of a receiver to manage the affairs of the association. A receiver will have the same powers and duties as the board and will serve until the vacancies are filled sufficient to constitute a quorum. However, at least 30 days prior to applying to the circuit court for a receiver, the unit owner must mail to the association, as well as post, a notice of the intended action and give the association the opportunity to fill the vacancies. If the association fails to fill the vacancies and a receiver is appointed, the association will be responsible for the receiver's salary, court costs, and attorney's fees.

36. One of our board members refused to vote on an issue that recently came up at a board meeting. The board considered it as a "no" vote. Is this proper? A board member who is present at a meeting when action is taken shall be presumed to have assented to the action, unless he or she votes against the action, or abstains from voting because of a stated conflict of interest. A vote or abstention for each member present shall be recorded in the minutes of the meeting.

37. Must a board inform unit owners as to what a meeting is about? Although the board provides unit owners with notices of the meetings they do not include an agenda. Notice of all board meetings, along with an agenda, shall be posted in a conspicuous place at the condominium or mailed or delivered as required to the unit owners prior to a meeting of the board. Meetings of the board shall be open to the unit owners. The right to attend such meetings includes the right to speak at such meetings with reference to all designated agenda items. The unit owner’s right to attend a meeting of the board does not apply when the board and its attorney meet for the purpose of seeking or rendering legal advice for proposed or pending litigation.

38. Isn't the board required to provide unit owners with board meeting notices? Notice of all board meetings along with the agenda shall be posted conspicuously on the condominium property at least 48 hours prior to the meeting, except in an emergency. However, notice of some board meetings, such as one at which non-emergency special assessments or amendment to rules regarding unit use, will be considered, shall be mailed or delivered to the unit owners and posted not less than 14 days prior to the meeting.

39. Does a unit owner have the right to speak on items not included on the agenda of a meeting? Chapters 718 and 719, Florida Statutes, provide for the right of unit owners to speak at board meetings with reference to all agenda items; however, these chapters do not address the unit owner’s ability to speak to items not on the agenda.

40. Does a unit owner have the right to record a board meeting? Unit owners have the right to tape record or videotape board meetings. However, a condominium board may pass certain restrictions pertaining to the manner in which it can be done. If adopted in advance by the condominium board as a written rule, the following restrictions can apply: 1), Anyone videotaping or tape recording a meeting cannot walk around during the meeting; 2), a unit owner must give notice if they intend to videotape or tape record a meeting; and 3), require that unit owners who are taping the meeting to set up the equipment before the meeting starts. Further, by Rule 61B-23.002(8)(a), Florida Administrative Code, condominium unit owners may only use audio and video equipment that does not produce distracting sound or lighting.

41. Is it proper for a board meeting to be conducted over the telephone? When any of the board members meet by telephone conference, those board members may be counted toward obtaining a quorum and may vote by telephone. However, a telephone speaker must be used so that the conversation of those board members attending by telephone may be heard by the board members attending in person as well as by any unit owners present at a meeting.

42. Are unit owners allowed to attend and speak at meetings (board meetings, committee meetings, and membership meetings)? Unit owners have a right to attend meetings of the board, committees, and membership meetings. Unit owners also have the right to speak with respect to all designated agenda items. A board can adopt written reasonable rules pertaining to the frequency, duration, and manner of unit owner statements at meetings. A board can also adopt a rule requiring a unit owner desiring to speak to file a request with the association a reasonable time in advance of the meeting. Meetings of a committee to take final action on behalf of the board or make recommendations to the board regarding the budget are subject to the above provisions. Meetings of a committee that does not take final action on behalf of the board or make recommendations to the board regarding the budget are subject to the above provisions, unless those meetings are exempted by the bylaws of the association.

43. How are committees formed and who has a right to participate in them? Do unit owners have the right to attend the meetings? Committees are appointed by the board in order to take action on behalf of the board or make recommendations to the board regarding the association budget or other matters deemed necessary by the board. A committee meeting involves a gathering of a group of board members, unit owners, or board members and unit owners, in which a quorum of members of that committee are present. Unit owners have the right to attend and observe committee meetings. However, the association bylaws may provide restrictions on certain committee meetings that do not take final action on behalf of the board or make recommendations to the board regarding the budget. A committee meeting with the association’s attorney with respect to proposed or pending litigation is exempt from open meeting requirements.

44. I would like to know how a vacancy on the board should be filled. The association should follow the provisions in the bylaws of the association for filling vacancies on the board. If the bylaws fail to provide a method, any vacancy occurring before the expiration of a term, except in the case of a vacancy caused by recall, may be filled by an affirmative vote of the remaining board members, even if the number of board members remaining does not constitute a quorum, or by the sole remaining director. In its discretion, the board can decide to hold an election to fill the vacancy.

45. What is the law concerning the length of terms for board members? If there is no provision in the bylaws for terms of board members, the terms of all members of the board shall expire upon the election of their successors at the annual unit owner meeting.

46. What do the statutes provide regarding the board mailing out information sheets for candidates to the board? Not less than 14 days or more than 34 days prior to the election, the association shall mail or deliver a second notice of the election to all unit owners along with a ballot that shall list all of the candidates. The association shall also include copies of all timely submitted candidate information sheets. The association is not liable for the contents of the information sheets prepared by the candidates.

47. May candidates for the board of administration engage in campaigning for election? Chapters 718 and 719, Florida Statutes, do not address the issue of campaigning for election. One may review the documents of the association to determine if they address this issue. The statutes provide for the candidate to submit a candidate information sheet to the board to be included with the second notice of election that must be provided to the unit owners. The information sheet can include the candidate’s background, education, and qualifications as well as other factors deemed relevant by the candidate. The information may not be altered or edited by the association.

48. May the board appoint an individual to fill a vacated position on the board without conducting an election? Unless the association documents provide otherwise, any vacancy on the board occurring before the expiration of the term, except a vacancy caused by recall, may be filled by the affirmative vote of the majority of the remaining directors, even if the remaining directors constitute less than a quorum, or by the sole remaining director. In the alternative, a board may, hold an election to fill the vacancy.

49. If an association has the same number of candidates for positions to be filled as there are vacancies on the board, do they need to prepare ballots and hold an election? An election is not required unless more candidates timely file notices of intent to run than board vacancies exist.

50. Is an association permitted to use proxies in the election of directors? Chapters 718 and 719, Florida Statutes, were amended in 1992, to provide for a standard election process that all condominium and cooperative associations were required to follow. The only exception at the time pertained to associations consisting of fewer than 25 units. These associations could vote to adopt an alternate election procedure. This standard election process prohibited the use of proxies and instead required elections to be conducted by ballot. In 1995, Chapters 718 and 719, Florida Statutes, were again amended. The 1995, amendments provided associations of all sizes with the ability to opt out of the standardized process. If an association, by a vote of a majority of the total voting interests, adopted alternate election procedures in its bylaws, elections may be conducted using proxies instead of ballots. If alternate election procedures have not been adopted in the bylaws, proxies cannot be used.

51. What are the duties of the board of administration? The board of administration administers the affairs of the association, sets policy, assures proper property maintenance, and may appoint committees to manage various affairs of the condominium.

52. What are the powers and responsibilities of the board of administration? Directors have a fiduciary relationship with the unit owners, and must use the highest degree of good faith in placing the interests of the unit owners above their own personal interests. Essentially, the board of directors is the decision-making body for the condominium. Their powers are in essence, the powers of the association, which include the power to manage, maintain, and operate the condominium property.

53. We have a board member who we feel is acting improperly. How do we remove him from the board? Any member of the board may be recalled and removed from office with or without cause by a vote or agreement in writing by a majority of all the voting interests. Ten percent of the unit owners may petition the board for a special meeting to consider removing a board member or members. A majority vote of all the voting interests can be obtained at a special meeting of the unit owners or by written agreement.

54. What if a board does not certify a recall of a member or members of the board of administration? If a board does not certify a recall by written agreement or by a vote at a meeting, the board has 5 full business days to file with the division a petition for arbitration. At this point, the unit owners who determined the recall shall constitute one party under the petition for arbitration. The division will appoint an arbitrator who will make the final decision as to the effectiveness of the recall. If the arbitrator certifies the recall, the recall will become effective upon the mailing of the final order of arbitration to the association.

The above information is from the Florida Department of Business & Professional Regulation and represents general legal advice. Since the law is continually changing, some provisions may be out of date. It is always best to consult an attorney about your legal rights and responsibilities regarding your particular case. Please Contact Us by using the Quick Contact form, calling us at (904) 823-3333 or (386) 366-4848, or by email at info@jacksonlawgroup.com.