Q.- Is there a regulation concerning Board and association meetings? 

A.- MEETINGS

There are three types of meetings. There is the annual members meeting, the election meeting, and Board of Directors meetings. At the Annual Meeting there is also the election meeting. To have a quorum at the annual meeting there must be a majority of unit owners present in person or by proxy before business can be transacted.

Florida Statute Section 718.112(2)(b) provides that "unless a lower number is provided in the bylaws, the percentage of voting interests required to constitute a quorum at a meeting of the members shall be a majority of the voting interests."

The Election Meeting does not require a quorum of members to take place. It only requires that 20% of the unit owners cast ballots to have an official election.

Board Meetings Florida Statute Section 718.112(2) (c)   Board of administration meetings. --Meetings of the board of administration at which a quorum of the members is present shall be open to all unit owners. Any unit owner may tape record or videotape meetings of the board of administration.

Q.- What happens if I am prevented to attend the meetings?

A.- RIGHT TO SPEAK. The right to attend such meetings includes the right to speak at such meetings with reference to all designated agenda items. The association may adopt reasonable rules governing the tape recording and videotaping of the meeting.

All meetings shall be open to all unit owners except meetings between the board and the association's attorney, with respect to proposed or pending litigation, when the meeting is held for the purpose of seeking or rendering legal advice. Florida Statute Section 718.112(2)(c). Board meetings require a quorum of directors to be valid for the directors to conduct official business.

Robert's Rules of Order Chapter XI - Quorum

Subheading-PROCEEDINGS IN THE ABSENCE OF A QUORUM.

In the absence of a quorum, any business transacted (except for the procedural actions noted in the next paragraph) is null and void.

Third paragraph-The prohibition against transacting business in the absence of a quorum cannot be waived even by unanimous consent.

  A Meeting of the board of administration means any gathering of the members of the board of directors, at which a quorum of the members is present, for the purposes of conducting association business. Florida Administrative Code 61B-23.001(1)(a).

The bylaws shall provide the method of calling meetings of unit owners, including annual meetings. Written notice, which notice must include an agenda, shall be mailed, hand delivered, or electronically transmitted to each unit owner at least 14 days prior to the annual meeting and shall be posted in a conspicuous place on the condominium property at least 14 continuous days preceding the annual meeting. Florida Statute Section 718.112(2)(d)2.  

Adequate notice of all meetings, which notice shall specifically incorporate an identification of agenda items, shall be posted conspicuously on the condominium property at least 48 continuous hours preceding the meeting except in an emergency. Florida Statute 718.112(2)(c).

MINUTES

Roberts Rules under Minutes and Reports of Officers clearly states "they should contain mainly a record of what was done at the meeting not what was said by the members. The minutes should never reflect the secretary's opinion, favorable or otherwise, on anything said or done." By including only certain remarks, the secretary is editorializing. This is not fair or proper.

Committee meeting minutes. According to Peter Dunbar in “The Condominium Concept”, if a committee is advisory in nature a formal record of the proceedings does not need to be maintained.  If the committee has substantive authority and is carrying out a portion of the responsibilities of the board a formal record of each meeting must be kept in the same way as the board itself maintains records of its proceedings. 

Q.- How are the Board Members elected?

A.- DIRECTOR BOARD ELIGIBILITY

The by-laws of the association specify and provide the eligibility requirements for the members of the board of administration. Section 718.112 (2)(a) Florida Statutes. Florida law does not require individual board members to be members of the association to be eligible for election to the board, but most association by-laws do impose a membership requirement for eligibility…

When a corporation or other type of artificial person owns a unit, determining the eligibility for a representative of the unit to serve on the board of administration presents a unique dilemma. 

If the bylaws permit, the designated voting representative of the corporation may be eligible to serve as a member of the board. If eligibility is contingent on association membership then the unit may be effectively excluded from offering a candidate for the board since a corporation cannot sit as a member of the board. Section 617.0802 Florida Statutes. An exception to this eligibility standard is made when the unit is owned by a trust…”

Q. What can be done with a Board that does not call for elections in a proper way, sending the letter in due time, for three years in a row?

A.- You need to ask for election monitoring:

http://www.state.fl.us/

http://www.leg.state.fl.us/

Q.- We had the Board planning for Amendments to the bylaws by sending them to a lawyer and after that declaring that those were official norms for us, owners. No meeting was convened for us to decide. Is this behavior legal?

A.- AMENDMENTS TO DECLARATION AND BYLAWS

To amend the Declaration you must refer to the section in your Declaration of Condominium regarding amendments, your Bylaws and Florida Statute Section 718.110. If the declaration or bylaws fail to provide a method of amendment two-thirds of the units must approve it. No more than four-fifths is permitted unless it changes the percentage or proportion by which the unit owner shares the common expenses or permits timeshares which does require 100% approval.

Bylaw amendments are covered in your Bylaws or in Section 718.112(1) Florida Statutes.

Q.- I think that my condo Board is arbitrary when it allows or not an owner requested alteration at will. Are there some norms to follow?

A.- ALTERATION OR ADDITION

A material alteration of the common elements is covered by Florida Statute Section 718.113(2) and permitted in a manner provided in your Declaration of Condominium. If your Declaration is silent regarding making a material alteration it would require a vote of 75% of unit owners.

A material alteration or addition means to palpably or perceptively vary or change the form, shape, elements or specifications of a building from its original design, plan, or existing condition, in such a manner as to appreciably affect or influence is function, use or appearance.

Q.- Can the members of the Board vote on some way of payment for themselves?

A.- COMPENSATION to Board Members.

Unless provided otherwise in the bylaws the directors and officers shall serve without compensation. Sections 718.112(2)(a) and 718.111(1)(a) Florida Statutes.

Officers and Directors cannot be compensated for their positions as such unless stated otherwise in the “documents.” They may receive compensation for other work that they perform if authorized by the Board of Directors.

Q .- There is some confusion about the method used to form a committee. Please, can you explain how to do?

A.- COMMITTEES

If the bylaws do not prescribe a method by which committees are selected, the method can be decided by majority vote or unanimous consent at the time the committee is appointed.  There are several ways this can be done.

1. Election by ballot (as in election of officers, a majority is necessary);

2. Nominations from the floor (open nominations) with viva-voce (by mouth) election;

3. Nominations by chair (to be voted on);

4. Appointment by the Chair;

5. Appointment by adoption of a motion naming members of a committee.