A board resolution is a formal written statement of a decision or policy adopted by the board of directors. It states what is being decided, why, and the authority the board relies on. Well-drafted resolutions give owners clear direction and give future boards a record of how and why a policy was set.
This article is general information and is not legal advice. The association's attorney should be consulted.
Three Common Types of Resolutions
Administrative resolutions deal with internal procedures, such as how architectural applications are submitted, how meeting sign-up sheets work, or how records requests are handled.
Policy resolutions affect the rights and obligations of owners. They are often used to interpret or fill in a provision of the governing documents that is general or unclear, such as rules on use of the clubhouse, parking on common areas, or pets in common areas. These are sometimes called interpretive resolutions.
Special resolutions address a single situation, such as a decision on a specific violation or the approval of a particular contract.
Step 1: Check the Law
State and federal law come first. A resolution that conflicts with the law cannot be enforced and may expose the association to liability. A few examples of limits under Florida and federal law:
- Under section 163.04, a covenant may not prohibit, or have the effect of prohibiting, solar collectors or clotheslines.
- Under section 720.3075, HOA documents may not prohibit owners and their tenants, guests, or invitees from parking a personal vehicle, including a pickup truck, in the owner's driveway.
- A Federal Communications Commission rule restricts association rules that impair the installation of certain satellite dishes and antennas one meter or less in diameter on property within the owner's exclusive use or control.
The association's attorney should review any policy resolution before it is adopted.
Step 2: Confirm the Board's Authority
After the law, the governing documents control. The declaration, articles, and bylaws should be reviewed to confirm that the board has the power to adopt the rule or policy. Some subjects can be changed only by an amendment approved by the owners, not by a board resolution. The resolution should cite the specific provision that gives the board its authority.
Step 3: Research and Draft
Before drafting, the board should agree on the answers to a few questions:
- What problem is the resolution meant to solve?
- How will it be enforced, and by whom?
- Does it treat all owners the same way?
- Does it conflict with any existing rule?
A consistent format should be used for every resolution, ideally the same form used by prior boards. A typical resolution includes:
- A title and number
- The provision of the governing documents that gives the board authority
- Statements explaining why the resolution is needed
- The specific policy or decision being adopted
- How the policy will be enforced and when it takes effect
- A signature block for the secretary certifying adoption
Step 4: Give Notice and Gather Feedback
Board resolutions are adopted at properly noticed board meetings that owners may attend. Notice must be posted at least 48 hours in advance. When a resolution amends rules regarding the use of parcels or units, written notice must be mailed, delivered, or electronically transmitted to owners and posted at least 14 days before the meeting. Condominiums must also keep an affidavit of compliance with the 14-day notice.
Sharing a draft with owners before the meeting and inviting comments often improves the final wording. Owner comments should be considered, but the board's duty is to act in the best interest of the association as a whole.
Step 5: Vote, Record, and Enforce
The resolution should be adopted by a vote at the meeting, and each director's vote or abstention must be recorded in the minutes. Directors may not vote by proxy or secret ballot on the matter. Once adopted, the resolution should be distributed to owners and kept with the official records. In an HOA with 100 or more parcels, the current rules must also be posted on the association's website or app.
Enforcement must be consistent. A rule enforced against some owners and not others is difficult to defend. Fines for violations require the notice and hearing process described in
how to properly handle HOA violation notices. The board's broader responsibilities are covered in
the role of the board of directors.
Help With Board Governance
Resolution drafting support, meeting notices, minutes, and records are handled for the communities managed by Condominium Associates, working with each association's attorney. To talk about your board's policies,
contact us.
