Board Meetings

Per Florida Statutes 718.112(2)(c) & (2)(e), FL Admin Code 61B-23.002(9), and Jupiter Bay Rule #43:

Meeting Frequency: For condominium associations of more than 10 units, the board of administration must meet at least once each quarter. At least four times each year, the meeting agenda must include an opportunity for members to ask questions of the board.

Meeting Attendance: Meetings of the board of administration at which a quorum of the [board] members is present are open to all unit owners. The exceptions are board meetings with the Association’s attorney held for the purpose of seeking or rendering legal advice or Board meetings held for the purpose of discussing personnel matters.

Meeting Notices: Adequate notice of all board meetings, which must specifically identify all agenda items, must be posted conspicuously on the condominium property at least 48 continuous hours before the meeting except in an emergency. For certain meetings, documentation must be included with the notice:
- Notice of any meeting in which regular or special assessments against unit owners are to be considered must specifically state that assessments will be considered and provide the estimated cost and description of the purposes for such assessments.
- A copy of the proposed budget must be provided for the annual budget board meeting.
- If an agenda item relates to the approval of a contract for goods or services, a copy of the contract must be provided with the notice and be made available for inspection and copying.

An agenda item not included on the notice may be taken up on an emergency basis by a vote of at least a majority plus one of the board members. Such emergency action must be noticed and ratified at the next regular board meeting.

Written notice of a meeting at which a budget, nonemergency special assessment, or an 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 property at least 14 days before the meeting. Evidence of compliance with this 14-day notice requirement must be made by an affidavit executed by the person providing the notice and filed with the official records of the association.

Posting of Notices: The board must designate specific location(s) on the condominium property at which all notices of board meetings must be posted. (Jupiter Bay posts meeting notices at building bulletin boards.) An association can adopt a rule for posting notices on its website within the required notice period and provide unit owners a hyperlink via email to the website location where the notice is posted.

Unit Owner Input: The right to attend such meetings includes the right to speak at such meetings with reference to all designated agenda items and the right to ask questions relating to reports on the status of:
- Construction or repair projects,
- Revenues and expenditures during the current fiscal year, and
- Other issues affecting the condominium.

An association may adopt written reasonable rules governing the frequency, duration, and manner of unit owner statements. Per its rules, Jupiter Bay can limit unit owner comments to 3 minutes and disallow subsequent comments from the same owner until others could express their viewpoint.

Taping & Videotaping: A unit owner may tape record or videotape the meetings, subject to the following administrative code restrictions, the last 3 of which are included in the Jupiter Bay’s written rules:
- The audio and video equipment and devices must not produce distracting sound or light emissions.
- Audio and video equipment must be assembled and placed in position in advance of the commencement of the meeting.
- Anyone videotaping or recording a meeting is not permitted to move about the meeting room.
- Advance notice must be given to the board by any unit owner desiring to utilize audio or video equipment.

E-mail Voting Excluded: Members of the board of administration may use e-mail as a means of communication but may not cast a vote on an association matter via e-mail. All board member voting is done at a board meeting.

Owner-Called Meeting: If 20 percent of the voting interests petition the board to address an item of business, the board, within 60 days after receipt of the petition, must place the item on the agenda at its next regular board meeting or at a special meeting called for that purpose.

Upon notice to the unit owners, the board shall, by duly adopted rule, designate a specific location on the condominium property where all notices of board meetings must be posted. If there is no condominium property where notices can be posted, notices shall be mailed, delivered, or electronically transmitted to each unit owner at least 14 days before the meeting.

In lieu of or in addition to the physical posting of the notice on the condominium property, the association may, by reasonable rule, adopt a procedure for conspicuously posting and repeatedly broadcasting the notice and the agenda on a closed-circuit cable television system serving the condominium association. However, if broadcast notice is used in lieu of a notice physically posted on condominium property, the notice and agenda must be broadcast at least four times every broadcast hour of each day that a posted notice is otherwise required under this section. If broadcast notice is provided, the notice and agenda must be broadcast in a manner and for a sufficient continuous length of time so as to allow an average reader to observe the notice and read and comprehend the entire content of the notice and the agenda.

In addition to any of the authorized means of providing notice of a meeting of the board, the association may, by rule, adopt a procedure for conspicuously posting the meeting notice and the agenda on a website serving the condominium association for at least the minimum period of time for which a notice of a meeting is also required to be physically posted on the condominium property. Any rule adopted shall, in addition to other matters, include a requirement that the association send an electronic notice in the same manner as a notice for a meeting of the members, which must include a hyperlink to the website where the notice is posted, to unit owners whose e-mail addresses are included in the association’s official records.

Condominium associations are governed by multiple laws, including both the Condominium Act (Chapter 718) and the Not-For-Profit Corporation Act (Chapter 617). Chapter 718 takes precedence over Chapter 617, but if the Condominium Act is silent, then the corporate law controls.

Neither the Condominium Act nor Jupiter Bay’s bylaws require every board decision to be made at a board meeting; however, several alternatives are ruled out:

Informal Physical Meetings. The board cannot meet informally to make association decisions. Florida Statute 718.112(2)(c) says “Meetings of the board of administration at which a quorum of the [board] members is present are open to all unit owners.”

Phone Meetings. The board cannot meet via phone or zoom to make association decisions. Florida Statute 718.112(2)(b)5. says “A board or committee member’s participation in a meeting via telephone, real-time videoconferencing, or similar real-time electronic or video communication counts toward a quorum.”

Email or Text Correspondence. The board cannot use email to make decisions. Florida Statute 718.112(2)(c) says “Members of the board of administration may use e-mail as a means of communication but may not cast a vote on an association matter via e-mail.”

How can the Board make decisions on association matters? There are only two options:

Hold a scheduled Board Meeting that “must be noticed and open to all unit owners.”

Use signed “unanimous” written consents. Florida’s Not-For-Profit Corporation Act, Section 617.0821, states that, “unless the articles of incorporation or the bylaws provide otherwise, actions required or permitted to be taken at a board meeting may be taken without a meeting if the action is taken by all members of the board by signed written consents.”

Excluding this single exception, all board decisions must be made at board meetings through board member voting.

Actions requiring board member voting and approval include significant matters requiring thought, investigation, analysis, and a decision. A partial list of these items includes:

Establishment of a meeting quorum.
Prior meeting minute approvals.
Budget approval or budget/fee changes.
Special assessments.
Expenditures involving non-recurring items regardless of whether they are budgeted or their cost.
New vendor selections or vendor changes.
Rule and regulation changes.
Landscaping or other property improvements or changes.
Changes in insurance coverage, limits, or deductibles.
Meeting adjournments.

If an Association's bylaws do not require every decision to be made at a board meeting, then it is likely that the unanimous written consent procedure is legal and valid. Obviously, it is somewhat self-limiting, as, if there is any disagreement among board members, they are not going to get a unanimous result.

The written consent procedure to approve board decisions should rarely be used and only when those decisions are noncontroversial. Written consents must be included in the association’s official records.

Quorum - A majority (3 members) of the full board of administration constitutes a quorum. Absent members cannot be counted for purposes of establishing a quorum unless attending by telephone.

Majority Vote - A majority of the quorum has the authority to act for the full board on all matters, unless some extraordinary majority is required by the Association bylaws for a particular item of business.

Voting - Each board member present at a meeting is presumed to have assented (voted "yes") to actions taken at the meeting unless he or she votes against the action (votes "No") or abstains from voting because of a conflict of interest. Directors may not vote by proxy or by secret ballot at board meetings, except that officers may be elected by secret ballot. A vote or abstention for each member present shall be recorded in the minutes. Members of the board who are not present at the meeting in any way are not counted in the vote unless they elect to join the results of the meeting by signing the minutes to concur with the actions taken.

Abstaining from Voting - Corporate law does not provide for a member of the board to abstain on reasons of general principle, but only when a conflict of interest actually exists. The nature of the conflict and the reason for abstaining must be disclosed and recorded in the meeting minutes.

A record of all meetings of the board must be kept in written form or in a form that is capable of being converted to written form. The minutes must record the vote of each member of the board present and voting on matters decided at the meeting. The minutes become official association records and must be permanently maintained.

What information needs to be included in the meeting minutes?

The answer is “a record of all board votes which constitutes all decisions made by the board.”

All decisions must be made at board meetings and recorded in meeting minutes to have an official permanent record of them. Otherwise, the association has no evidence or proof of actions taken or decisions made by the board. This violates Florida statutes and can cause legal problems for an association.

All official association business is conducted at properly noticed meetings open to all members. This includes Owner, Board and Committee meetings.

This section defines Board Meetings -- their scheduling, attendance, purpose, importance, agenda, and voting procedures.

Board Meetings

Board Meeting Agendas

Adding Agenda Items

Posting of Board Meeting Notices

Closed Board Meetings

Association Voting

Importance of Board Meetings

Board Decisions

Actions Requiring Board Approval

Use of Unanimous Written Consent

Board Member Voting

Board Meeting Minutes