Division of Florida Condominiums, Timeshares, and Mobile Homes

Frequently Asked Questions - The Board

Board Member Responsibilities/Board & Committee Meetings/Notices

23. What are the powers and responsibilities of the board of administration?

24. 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?

25. Board members often gather socially for dinner.  Is this considered a board meeting if condominium matters are being discussed?

26. Is there a time limit in which the board must make the minutes of a board meeting available to unit owners?

27. We have not been able to conduct board meetings, as we do not have enough board members to make up a quorum. No one is interested in serving on the board. What do we do?

28. Isn't the board required to provide unit owners with board meeting notices?

29. Does a unit owner have the right to speak on items not included on the agenda of a meeting?

30. Does a unit owner have the right to record a board meeting?

31. Is it proper for a board meeting to be conducted over the telephone?

32. How are committees formed? Do unit owners have the right to attend committee meetings?

Elections/Vacancies/Terms of Office of Board Members

33. I would like to know how a vacancy on the board should be filled.

34. What is the length of a board member’s term?

35. May candidates for the board of administration engage in campaigning for election?

36. If an association has the same number of candidates as there are vacancies on the board, do they need to hold an election?

37. Is an association permitted to use proxies in the election of directors?

Recall of Board Members/Arbitration

38. How do we remove a board member from the board who we feel is acting improperly?

39. What happens if a board chooses to not certify a recall?

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23. What are the powers and responsibilities of the board of administration?

The powers and responsibilities of the board of administration are described in Chapters 718 and 719, Florida Statutes (FS), and, except as expressly limited or restricted by Chapters 718 and 719, FS, those described in the declaration, articles of incorporation, bylaws and Chapters 607 and 617, as applicable. 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 or cooperative property.  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.

Condominium: Sections 718.111(2)-(13) and 718.112(2)(a), F.S.
Cooperative: Sections 719.104(1)-(10) and 719.106(1)(a), F.S.

24. 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 director of the association who is present at a board meeting at which action on any corporate matter is taken is presumed to have assented to the action taken unless he or she votes against such action or abstains from voting. A director who abstains from voting on any action taken on any corporate matter is presumed to have taken no position with regard to the action. A vote or abstention for each member present must be recorded in the minutes of the meeting.

Condominium: Section 718.111(1)(b), F.S.
Cooperative: Section 719.104(8)(b), F.S.

25. Board members often gather socially for dinner.  Is this considered a board meeting if condominium matters are being discussed?

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. Meetings of the board must be properly noticed and the unit owners have the right to attend the meeting.

Condominium: Rule 61B-23.001(1)(a), F.A.C.
Cooperative: Not defined in Chapter 719, F.S.

26. 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 a meeting to writing. One may refer to the documents of the association for clarification.

Condominium: Not defined in Chapter 718, F.S.
Cooperative: Not defined in Chapter 719, F.S.

27. We have not been able to conduct board meetings, as we do not have enough board members to make up 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 by certified mail or personal delivery, as well as to all unit owners, and post in a conspicuous place on the condominium property, a notice of the intended action and give the association the opportunity to fill the vacancies.  In cooperatives, the unit owner must mail to the association, and post in a conspicuous place on the cooperative property, 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.

Condominium: Section 718.1124, F.S.
Cooperative: Section 719.1064, F.S.

28. Isn't the board required to provide unit owners with board meeting notices?

Notice of all board meetings along with the agenda must be posted conspicuously on the condominium or cooperative property at least 48 hours prior to the meeting, except in an emergency. However, notice of board meetings in which non-emergency special assessments or amendment to rules regarding unit use, will be considered must be mailed, delivered, or electronically transmitted to the unit owners and posted conspicuously on the condominium or cooperative property not less than 14 days prior to the meeting.

Condominium: Section 718.112(2)(c), F.S.
Cooperative: Section 719.106(1)(c), F.S.

29. 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 and unit owner 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. (The association may adopt written reasonable rules governing the frequency, duration, and manner of unit owner statements at meetings.) 

Condominium: Section 718.112(2)(c), F.S. and Rule 61B-23.002(9), F.A.C.
Cooperative: Section 719.106(1)(c), F.S.

30. Does a unit owner have the right to record a board meeting?

Condominium unit owners have the right to tape record or videotape board meetings subject to the following restrictions: (1) the only audio and video equipment and devices which unit owners may use is equipment which does not produce distracting sound or light emissions; (2) if adopted in advance by the board or unit owners as a written rule, (a) audio and video equipment must be set up before the meeting starts, (b) anyone videotaping or recording a meeting cannot move about the meeting room, and (c) unit owners must give advance notice to the board if they intend to videotape or tape record a meeting.  Cooperative unit owners have the right to tape record or videotape board meetings subject to restrictions (2)(a) and (b) listed above.

Condominium: Section 718,112(2)(c), F.S., and Rule 61B-23.002(10), F.A.C.
Cooperative: Section 719.106(1)(c), F.S. and Rule 61B-75.004, F.A.C.

31. 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. 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 the meeting.

Condominium: Section 718.112(2)(b)5., F.S.
Cooperative: Section 719.106(1)(b)5., F.S.

32. How are committees formed? Do unit owners have the right to attend committee meetings?

Committees are appointed by the board, or a member of the board, in order to take action on behalf of the board, make recommendations to the board regarding the association’s budget, or other matters deemed necessary by the board. A committee is made up of a group of board members, unit owners, or board members and unit owners. A committee meeting is defined as a gathering of committee members in which a quorum of its members are present.  Unit owners have the right to attend and observe committee meetings. However, a committee meeting with the association’s attorney with respect to proposed or pending litigation is exempt from open meeting requirements. The association bylaws may also provide meeting restrictions for certain committee meetings that do not take final action on behalf of the board or make recommendations to the board regarding the budget. (Note: The Florida Administrative Code does not address how a cooperative committee is formed.)

Condominium: Section 718.112(2)(c), F.S. and Rule 61B-23.001(1)(b) & (2), F.A.C.
Cooperative: Section 719.106(1)(c), F.S. 

33. I would like to know how a vacancy on the board should be filled.

The association should follow the provisions in the association’s bylaws to fill vacancies on the board. If the bylaws are silent, then any vacancy occurring on the board prior to the expiration of a term, except in the case of 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 its discretion, the board can decide to hold an election to fill the vacancy.

Condominium: Section 718.112(2)(d)8., F.S.
Cooperative: Rule 61B-75.005(13), F.A.C.

34. What is the length of a board member’s term?

The term of all members of a condominium board expire at the annual meeting. If the bylaws permit staggered terms of no more than 2 years, and upon approval of a majority of the total voting interests, the association board members may serve 2-year staggered terms. All members of a cooperative board are elected at the annual meeting, unless the bylaws provide for staggered terms or for their election at another meeting.     

Condominium: Section 718.112(2)(d)1., F.S.
Cooperative: Section 719.106(1)(d), F.S.

35. May candidates for the board of administration engage in campaigning for an election?

Chapters 718 and 719, Florida Statutes, do not address the issue of campaigning for elections. You may review the documents of the association to determine if they address this issue. The statutes do, however, provide that candidates may 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.

Condominium: Section 718.112(2)(d)3., F.S.
Cooperative: Section 719.106(1)(d)1., F.S.

36. If an association has the same number of candidates as there are vacancies on the board, do they need to hold an election?

If the number of vacancies equals or exceeds the number of candidates, an election is not required.

Condominium: Section 718.112(2)(d)3., F.S.
Cooperative: Section 719.106(1)(d)1., F.S.

37. Is an association permitted to use proxies in the election of directors?

Proxies may not be used in electing the board in general elections or elections to fill vacancies caused by recall, resignation, or otherwise.  However, condominium associations of 10 or fewer units and cooperative associations may, by the affirmative vote of a majority of the total voting interests, provide for different voting and election procedures in its bylaws, which vote may be by a proxy specifically delineating the different voting and election procedures.  The different voting and election procedures may provide for elections to be conducted by limited or general proxy.

Condominium: Section 718.112(2)(d)3., & ,8., F.S.
Cooperative: Section 719.106(1)(d)1., F.S.

38. How do we remove a board member from the board who we feel is acting improperly?

Any member of the board may be recalled and removed from office with or without cause by the 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. However, please note that recalls by written agreement have a higher success rate because the procedures are easier. You may find our publication “Recall Procedures from A-Z: A Beginner’s Guide” helpful.  You may access it on our website at http://www.myfloridalicense.com/dbpr/lsc/ARB/LSCMHArbitrationNews.html.

You may also access a sample form for a written recall agreement, under the “Forms” link on our division’s home page.

Condominium: Section 718.112(2)(j), F.S., and Rules 61B-23.0026, 61B-23.0027, and 61B-23.0028, F.A.C.
Cooperative: Section 719.106(1)(f), F.S., and Rules 61B-75.006, 61B-75.007, and 61B-75.008, F.A.C.

39. What happens if a board chooses to not certify a recall?

The board must file a petition for arbitration with the division within five full business days after adjournment of the board meeting at which the board determined not to certify the recall. At this point, the unit owners who voted at the recall meeting or who executed the agreement in writing will 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. You may find our publication “Recall Procedures from A-Z: A Beginner’s Guide” helpful.  You may access it on our website at http://www.myfloridalicense.com/dbpr/lsc/ARB/LSCMHArbitrationNews.html.

You may also access a sample form for a written recall agreement, under the “Forms” link on our division’s home page.

Condominium: Section 718.112(2)(j)3, F.S. and Rules 61B-23.0027 and 61B-23.0028,  F.A.C.
Cooperative: Section 719.106(1)(f)3, F.S. and Rules 61B-75.007 and 61B-75.008, F.A.C