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BEFORE YOU CANCEL THAT ANNUAL MEETING
By
Eric Glazer, Esq.
Published December 9, 2019
This is the time of year when I’m at my busiest, typically
running from annual meeting to annual meeting. So, what is
supposed to occur at the annual meeting? Often times the answer
is right there in your bylaws. The agenda is already prepared
for you. Just properly notice the meeting and follow the
agenda. In a condominium, a quorum of owners in attendance by
proxy or in person is required to perform any business other
than the election. As long as 20% of the eligible voters
participate in the election however, the election can continue
with or without a quorum. In an HOA a quorum is typically
required even for an election. However, a new law for HOAs
states that:
Elections of directors must be conducted in accordance with the
procedures set forth in the governing documents of the
association. Except as provided in paragraph (b), all members of
the association are 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;
provided, however, that if the election process allows
candidates to be nominated in advance of the meeting, the
association is not required to allow nominations at the meeting.
An election is not required unless more candidates are nominated
than vacancies exist. If an election is not required because
there are either an equal number or fewer qualified candidates
than vacancies exist, and if nominations from the floor are not
required pursuant to this section or the bylaws, write-in
nominations are not permitted and such qualified candidates
shall commence service on the board of directors, regardless
of whether a quorum is attained at the annual meeting.
This is a big change to HOA law and prevents Boards from rolling
over forever, as long as the election process allows candidates
to be nominated in advance of the meeting. However, a quorum
would still be required for any other business besides the
election.
The date of your annual meeting is also determined in your
bylaws. Sometimes, there is no discretion as the bylaws mandate
a specific date, i.e. the second Tuesday of January. Suppose
however, the Board simply wants to change the date of the annual
meeting and disregard the date that is called for in the
bylaws? In M & M Property Management, LLC v. Palm–Aire
Country Club Condominium Association No. 2, Inc., 209 So.3d
57, 59 (Fla.App. 4 Dist., 2016) the court held that where
the bylaws set the annual meeting and election date, there is
no authority permitting a postponement based solely on a
majority vote of the Board. The bylaws would have to be
properly amended.
You want a smooth annual meeting? Take my legal advice after
having done this now for 28 years………. Serve food and drink!
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About
HOA & Condo Blog
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Eric Glazer graduated from
the University of Miami School of Law in 1992 after
receiving a B.A. from NYU. He has practiced community
association law for more than 2
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decades and is the owner of Glazer
and Sachs, P.A. a seven attorney law firm with offices in
Fort Lauderdale and Orlando and satellite offices in Naples,
Fort Myers and Tampa.
Since 2009, Eric has been the host
of Condo Craze and HOAs, a weekly one hour radio show that airs
at noon each Sunday on 850 WFTL.
See:
www.condocrazeandhoas.com.
He is the first attorney in the
State of Florida that designed a course that certifies
condominium residents as eligible to serve on a condominium
Board of Directors and has now certified more than 10,000
Floridians all across the state. He is certified as a Circuit
Court Mediator by The Florida Supreme Court and has mediated
dozens of disputes between associations and unit owners. Eric
also devotes significant time to advancing legislation in the
best interest of Florida community association members.
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