Board Meetings

Per Florida Statute 718.112(2)(c):

• 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.

• The right to attend such meetings includes the right to speak at the meetings with reference to all designated agenda items. The association may adopt written reasonable rules governing the frequency, duration, and manner of unit owner statements. Unit owners may tape record or videotape the meetings.

• Adequate notice of all board meetings, which must specifically identify all agenda items, must be posted conspicuously on the condominium property at designated places at least 48 continuous hours before the meeting except in an emergency.

• 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.

• 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.

(Per Association Bylaw 4.12)

• • I.  Call to Order
  • II.  Roll Call of Board Members
  • III.  Establish a Quorum
  • IV.  Proof of Notice,
  • V.  Reading or Waiver of Minutes of Previous Meeting
  • VI.  Unfinished Business
  • VII.  New Business
  • VIII.  Adjournment

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, shall place the item on the agenda at its next regular board meeting or at a special meeting called for that purpose.

An 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.

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:

1. 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.”

2. 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.”

3. 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:

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

2. 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.

Since Jupiter Bay'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.