PROPOSED
CHANGES:
FS
718.112(2)(j) Recall of board members.--
Subject to the provisions of s. 718.301, any member of the board
of administration may be recalled and removed from office with or
without cause by the vote or agreement in writing by a majority of
all the eligible
voting interests. A special meeting of the unit owners to recall a
member or members of the board of administration may be called by
10 percent of the voting interests giving notice of the meeting as
required for a meeting of unit owners, and the notice shall state
the purpose of the meeting. Electronic transmission may not be
used as a method of giving notice of a meeting called in whole or
in part for this purpose.
FS
720.303 (10) RECALL OF DIRECTORS.--
(a)1. Regardless
of any provision to the contrary contained in the governing
documents, subject to the provisions of s. 720.307 regarding
transition of association control, any member of the board of
directors may be recalled and removed from office with or without
cause by a majority of the total eligible
voting interests.
720.306
Meetings of members; voting and election procedures; amendments.--
(1) QUORUM;
AMENDMENTS.--
(a)
Unless otherwise required by law,
and other than those matters set forth in paragraph (b), any
governing document of an association shall only be amended by the
affirmative vote of two-thirds of the eligible voting interests of
the association subject to the following:
1. All
amendments offered for official recording must be submitted as
contained within the covenants and restrictions in their entirety.
2. Within
12 months of enactment of this subsection all duly registered
covenants and restrictions must be complete and set forth in
plain, easily understandable English. Unless
a lower number is provided in the bylaws, the percentage of voting
interests required to constitute a quorum at a meeting of the
members shall be 30 percent of the total voting interests. Unless
otherwise provided in this chapter or in the articles of
incorporation or bylaws, decisions that require a vote of the
members must be made by the concurrence of at least a majority of
the voting interests present, in person or by proxy, at a meeting
at which a quorum has been attained.
(b) Unless
otherwise provided in the governing documents or required by law,
and other than those matters set forth in paragraph (c), any
governing document of an association may be amended by the
affirmative vote of two-thirds of the voting interests of the
association.
(b)
(c) Unless
otherwise provided in the governing documents as originally
recorded or permitted by this chapter or chapter 617, a
An
amendment may not materially and adversely alter the proportionate
voting interest appurtenant to a parcel or increase the proportion
or percentage by which a parcel shares in the common expenses of
the association unless the record parcel owner and all record
owners of liens on the parcels join in the execution of the
amendment. For
purposes of this section, a change in quorum requirements is not
an alteration of voting interests. The
merger or consolidation of one or more associations under a plan
of merger or consolidation under chapter 607 or chapter 617 shall
not be considered a material or adverse alteration of the
proportionate voting interest appurtenant to a parcel.
(c)
An amendment restricting owners' rights relating to the rental of
homes applies only to parcel owners who consent to the amendment
and to parcel owners who purchase their parcels after the
effective date of that amendment.
(2) ANNUAL
MEETING.--The
association shall hold a meeting of its members annually for the
transaction of any and all proper business at a time, date, and
place stated in, or fixed in accordance with, the bylaws. The
election of directors, if one is required to be held, must be held
at, or in conjunction with, the annual meeting or as provided in
the governing documents. If
the bylaws are silent as to the location, the meeting shall be
held within 45 miles of the community property.
(3) SPECIAL
MEETINGS.--Special
meetings must be held when called by the board of directors or,
unless a different percentage is stated in the governing
documents, by at least 10 percent of
the total eligible
voting interests of the association. Business conducted at a
special meeting is limited to the purposes described in the notice
and
the agenda of the meeting.
(4) CONTENT
OF NOTICE.-- Unless
law or the governing documents require otherwise, n
Notice
of an annual meeting need not include a description of the purpose
or purposes for which the meeting is called. Notice of a special
meeting must include an
agenda and a description of the purpose or
purposes for which the meeting is called.
(5) NOTICE
OF MEETINGS.--The
bylaws shall provide for giving notice to members of all member
meetings, and if they do not do so shall be deemed to provide the
following: The association shall give all parcel owners and
members actual notice of all membership meetings, which shall be
mailed, delivered, or electronically transmitted to the members
not less than 14 days prior to the meeting. Evidence of compliance
with this 14-day notice shall be made by an affidavit executed by
the person providing the notice and filed upon execution among the
official records of the association. In addition to mailing,
delivering, or electronically transmitting the notice of any
meeting, 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 association. When 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.
(6) RIGHT
TO SPEAK.--Members and
parcel owners have the right to attend all membership meetings and
to speak at any meeting with reference to any
all
items opened for discussion and/or
included on the agenda. Notwithstanding
any provision to the contrary in the governing documents or any
rules adopted by the board or by the membership, a
A
member and a parcel owner have the right to speak at
least once for at least 3 minutes on each
agenda any
item. ,
provided that the member or parcel owner submits a written request
to speak prior to the meeting. The association may adopt written
reasonable rules governing the frequency, duration, and other
manner of member and parcel owner statements, which rules must be
consistent with this subsection.
(7) ADJOURNMENT.--
Unless
the bylaws require otherwise, a Adjournment
of an annual or special meeting to a different date, time, or
place must be announced at that meeting before an adjournment is
taken, or notice must be given of the new date, time, or place
pursuant to s. 720.303(2). Any business that might have been
transacted on the original date of the meeting may be transacted
at the adjourned meeting. If a new record date for the adjourned
meeting is or must be fixed under s. 617.0707, notice of the
adjourned meeting must be given to persons who are entitled to
vote and are members as of the new record date but were not
members as of the previous record date.
(8) PROXY VOTING.--The
members have the right, unless otherwise provided in this
subsection or in the governing documents, to vote in person or by
proxy. To be valid, a proxy must be dated, must state the date,
time, and place of the meeting for which it was given, and must be
signed by the authorized person who executed the proxy. A proxy is
effective only for the specific meeting for which it was
originally given, as the meeting may lawfully be adjourned and
reconvened from time to time, and automatically expires 90 days
after the date of the meeting for which it was originally given. A
proxy is revocable at any time at the pleasure of the person who
executes it. If the proxy form expressly so provides, any proxy
holder may appoint, in writing, a substitute to act in his or her
place.
(8)
PROXY VOTING --
1. Members may not vote by general proxy, but
may vote by limited proxies substantially conforming to a limited
proxy form. No voting interest or consent right allocated to a lot
owned by the association shall be exercised or considered for any
purpose, whether for a quorum, an election, or otherwise. Limited
proxies and general proxies may be used to establish a quorum.
Limited proxies shall be used for votes taken to waive or reduce
reserves in accordance with 720.303(6); for votes taken to waive
the financial reporting requirements of s. 720.303(7); for votes
taken to amend the declaration pursuant to subparagraph (1); for
votes taken to amend the articles of incorporation or bylaws
pursuant to this section; and for any other matter for which this
chapter requires or permits a vote of the parcel owners. General
proxies may be used for other matters for which limited proxies
are not required, and may also be used in voting for
nonsubstantive changes to items for which a limited proxy is
required and given. Notwithstanding the provisions of this
subparagraph, unit owners may vote in person at unit owner
meetings.
2. Any
proxy given shall be effective only for the specific meeting for
which originally given and any lawfully adjourned meetings
thereof. In no event shall any proxy be valid for a period longer
than 90 days after the date of the first meeting for which it was
given. Every proxy is revocable at any time at the pleasure of the
unit owner executing it.
(9) ELECTIONS
AND
BOARD MEMBERS ELIGIBILITY
Elections of directors must be
conducted in accordance with the procedures set forth in the
governing documents of the association. All members of the
association shall be eligible to serve on the board of directors,
and a member may nominate himself or herself as a candidate for
the board at a meeting where the election is to be held. Except as
otherwise provided in the governing documents, boards of directors
must be elected by a plurality of the votes cast by eligible
voters. Any election dispute between a member and an association
must be submitted to mandatory binding arbitration with the
division. Such proceedings shall be conducted in the manner
provided by s. 718.1255 and the procedural rules adopted by the
division.
1.
Notwithstanding any covenant, articles of incorporation or bylaws
to the contrary, no
association shall opt out of these election procedures. An
association of 10 or fewer parcels may, by the affirmative vote of
a majority of the total eligible 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.
2.
Notwithstanding any covenant, articles of incorporation or bylaws
to the contrary, only natural persons who are unit owners as
defined in 720.301(10) may be board members. “Record owner of
legal title" means a parcel owner whose title to the parcel
can be determined from the public records of the county where the
parcel is located. As used in this section the term natural person
includes any natural person serving as a trustee of a trust
recognized by and within the scope (736.0102) of the Florida Trust
Code (Chapter 736). As used in this section, natural person
excludes any artificial person.
3. Unless the bylaws provide otherwise, a vacancy on the board
caused by the expiration of a director's term shall be filled by
electing a new board member, and the election shall be by secret
ballot; however, if the number of vacancies equals or exceeds the
number of candidates, no election is required. The terms of all
members of the board shall expire at the annual meeting. All board
members must stand for election at the next annual election
meeting. In the event that the bylaws permit staggered terms of no
more than 2 years and after reaffirmation of this provision
by approval of a majority of the total eligible voting interests,
the association board members may serve 2-year staggered terms.
If no person is
interested in or demonstrates an intention to run for the position
of a board member whose term has expired according to the
provisions of this subparagraph, such board member whose term has
expired shall be automatically reappointed to the board of
administration and need not stand for reelection. In a homeowners'
association of more than 10 parcels, coowners of a parcel may not
serve as members of the board of directors at the same time unless
they own more than one parcel or unless there are not enough
eligible candidates to fill the vacancies on the board at the time
of the vacancy. Any parcel
owner desiring to be a candidate for board membership shall comply
with subparagraph 2. A person who is delinquent in the payment of
regular assessments as provided in paragraph (a), is not eligible
for board membership. A person who has been convicted of any
felony in this state or in a United States District or Territorial
Court, or who has been convicted of any offense in another
jurisdiction that would be considered a felony if committed in
this state, is not eligible for board membership unless such
felon's civil rights have been restored for a period of no less
than 5 years as of the date on which such person seeks election to
the board. The validity of an action by the board is not affected
if it is later determined that a member of the board is ineligible
for board membership due to having been convicted of a felony.
(a) Director or officer
delinquencies. -- A director or officer more than 90 days
delinquent in the payment of regular assessments shall be deemed
to have abandoned the office, creating a vacancy in the office to
be filled according to law.
(b) Director or officer offenses.
-- A director or officer charged with a felony theft or
embezzlement offense involving the association's funds or property
shall be removed from office, creating a vacancy in the office to
be filled according to law. While such director or officer has
such criminal charge pending, he or she may not be appointed or
elected to a position as a director or officer. However, should
the charges be resolved without a finding of guilt, the director
or officer shall be reinstated for the remainder of his or her
term of office, if any.
(c)
Within 90 days after being elected or appointed to the board,
each newly elected or appointed director shall certify in writing
to the secretary of the association that he or she has read the
association’s declaration of condominium, articles of
incorporation, bylaws, and current written policies; that he or
she will work to uphold such documents and policies to the best of
his or her ability; and that he or she will faithfully discharge
his or her fiduciary responsibility to the association’s
members. In lieu of this written
certification, the newly elected or appointed director may
submit a certificate of satisfactory completion of the educational
curriculum administered by a division-approved condominium
education provider. A director who fails to timely file the
written certification or educational certificate is suspended from
service on the board until he or she complies with this sub
subparagraph. The board may temporarily fill the vacancy during
the period of suspension. The secretary shall cause the
association to retain a director’s written certification or
educational certificate for inspection by the members for 5 years
after a director’s election. Failure to have such written
certification or educational certificate on file does not affect
the validity of any action.
4. The
members of the board shall be elected by written ballot or voting
machine. Proxies shall in no event be used in electing the board,
either in general elections or elections to fill vacancies caused
by recall, resignation, or otherwise, unless otherwise provided in
this chapter. Not less than 60 days before a scheduled election,
the association shall mail, deliver, or electronically transmit,
whether by separate association mailing or included in another
association mailing, delivery, or transmission, including
regularly published newsletters, to each parcel owner entitled to
a vote, a first notice of the date of the election. This provision
will be enforced by the Division of
Florida
Condominiums, Homeowners' Associations Timeshares, and Mobile
Homes. Any parcel owner or other eligible person desiring to be a
candidate for the board must give written notice to the
association not less than 40 days before a scheduled election.
Together with the written notice and agenda as set forth in
paragraph 2., the association shall mail, deliver, or
electronically transmit a second notice of the election to all
parcel owners entitled to vote therein, together with a ballot
which shall list all candidates. Upon request of a candidate, the
association shall include an information sheet, no larger than 81/2
inches by 11 inches, which must be furnished by the candidate not
less than 35 days before the election, along with the signed
certification form provided for in this subparagraph, to be
included with the mailing, delivery, or transmission of the
ballot, with the costs of mailing, delivery, or electronic
transmission and copying to be borne by the association. The
association is not liable for the contents of the information
sheets prepared by the candidates. In order to reduce costs, the
association may print or duplicate the information sheets on both
sides of the paper. The division shall by rule establish voting
procedures consistent with the provisions contained herein,
including rules establishing procedures for giving notice by
electronic transmission and rules providing for the secrecy of
ballots. Elections shall be decided by a plurality of those
ballots cast. There shall be no quorum requirement; however, at
least 20 percent of the eligible voting interests must vote in
order to have a valid election of members of the board. Once it is
determined that at least 20 percent of the eligible voting
interests have voted, the invalidity of any individual ballot
shall not affect the validity of the election. No parcel owner
shall permit any other person to vote his or her ballot, and any
such ballots improperly cast shall be deemed invalid. A parcel
owner who needs assistance in casting the ballot for the reasons
stated in s. 101.051 may obtain assistance in casting the ballot.
The regular election shall occur on the date of the annual
meeting. Notwithstanding the provisions of this subparagraph, an
election is not required unless more candidates file notices of
intent to run or are nominated than board vacancies exist.
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