Many Florida board members spend part of the summer out of town. Association business does not stop while they are away. Bills are paid, contracts come up for renewal, and storm season preparations have to be approved. With some planning, a board can keep working through the slower months without losing its quorum or its momentum.
This article is general information and is not legal advice. The association's attorney should be consulted.
How Often the Board Must Meet
Meeting frequency is set mainly by the bylaws. Larger communities with active projects often meet monthly, while smaller ones may meet less often.
Florida law adds a minimum for many condominiums. Under section 718.112(2)(c), the board of a residential condominium association of more than 10 units must meet at least once each quarter, and at least four times each year the agenda must include an opportunity for members to ask questions of the board. Summer travel does not excuse this requirement, so the summer schedule should be set early in the year.
Attending From Out of Town
Remote attendance is permitted for most Florida boards, within limits.
- Condominiums. Under section 718.112(2)(b), a board meeting may be held in person or by video conference. A director who takes part by telephone, real-time videoconferencing, or similar real-time communication counts toward a quorum and may vote as if physically present. A speaker must be used so that the director can be heard by those attending in person.
- Video conference notice. If a condominium board meeting is to be conducted by video conference, the notice must say so and must include a hyperlink, a conference telephone number, and the address of a physical location where owners can attend in person. The meeting must be recorded, and the recording must be kept as an official record.
- Homeowners associations. Most Florida HOAs are not-for-profit corporations. Under section 617.0820, unless the articles or bylaws provide otherwise, directors may be permitted to take part by any means through which all participating directors can hear each other at the same time, and a director taking part this way is treated as present.
In both types of associations, directors may use email to communicate but may not cast a vote on association business by email. Directors also may not vote by proxy at board meetings.
When a Director Cannot Attend at All
When an absence is known in advance, the agenda can be planned around it. The absent director can be asked to send a short written update on any committee work or projects he or she oversees, so that the discussion stays on track.
In a condominium, a director may also submit in writing his or her agreement or disagreement with action taken at a meeting the director did not attend. That statement may not be counted as a vote or used to create a quorum.
Practical steps help as well:
- A summer meeting calendar should be adopted in the spring, before travel plans are set.
- Agenda packets should be sent early so remote directors can review them.
- Routine approvals should be scheduled before or after the peak travel months when possible.
- Contact information for each traveling director should be kept on file with the manager.
Repeated Absences
Missed meetings happen. When one director misses meeting after meeting, though, the board's work can stall. The bylaws should be checked to see whether an attendance requirement exists and what happens when it is not met. Many bylaws are silent.
If owners want an attendance rule, it can be added by amending the bylaws according to the amendment procedure in the governing documents. Such a provision should be drafted by the association's attorney. A rule tied to consecutive regular meetings is generally fairer than one that counts special meetings, which could be called while a director is known to be away.
The board cannot simply vote a fellow director off the board. Under sections 720.303(10) and 718.112(2)(l), a director may be recalled with or without cause by a majority of the total voting interests, regardless of contrary provisions in the governing documents. Often the simplest path is a private, respectful conversation. A director who cannot serve for an extended period may choose to resign and return to service later.
Getting Help Through the Summer
Scheduling, meeting notices, video conference setup, and record keeping are handled for the communities managed by Condominium Associates. More on running productive meetings can be found in
6 HOA board meeting best practices and
the role of the board of directors. To talk about your board's summer schedule,
contact us.
