Condo Association Management Blog

All Directors can vote. Read your documents again. It may say a minimum of 5 Directors. Does it say there is a maximum ?? The idea behind odd numbers is to avoid a tied vote. The vast majority of Directors in Florida are also Officers of the corporation. There are rare instances where the Declaration allows for Officers who are not homeowners. These Officers do not vote.

But what does your state condominium act say????I've never seen the flexibilty that you byl;aws have in relation to appointive members on a Board.

The Florida Condominium Act or Florida Statute 718 does not always trump Bylaws. In this case the Bylaws prevail.

This President overstepped their authority. You Bylaws do not allow for a sixth member. It says the Board "shall", not "may" consist of 5 members. In addition, this members should have been elected by the members. Either way, what was done is wrong.

Susana; Our Bylaws state that our 
 
minimum is 3 a President, Treasurer, and Secretary. We had are Bylaws ammended 4 years ago and changed it to a 5 member board. All board members are homeowners. 
 
Also, I thought that Florida Statutes would supercede a Associations Documents?  
 
 
 
Richard: The statement I copied from our doc's does state The Board may from time to time elect such other officers, and designate their powers and duties, as the Board may deem necessary to properly manage the affairs of the Association. 
 
Our biggest concern is that this newly board appointed (6th) board 
 
member will be able to cast a vote on board issues or his presense will constitute a quorum of the board if another board member is not present at a meeting. 
 
A 5 member board should remain a 5 member board with 5 votes. I think if one of the board members who they are always keeping out of things doesn't show at a meeting they will use this 6th person in place of that person for a vote! 
 
 
 
By the way: Our doc's are from 1981. And yes trying to get the members of this association to understand that our doc's need to be updated is like talking to the wall.  
 
 
 

T, for starters a quorum of a 5 board member is 3. Quorum equals majority. If there is a 6th board member, they will need a minimum of 4 Directors to hold a meting. By the way, a Director can count as present even if he/she participates through speaker phone. As far as number of board members, FS 718 does not supercede your Bylaws. If you are so intrigued or suspicious about this 6th Director why don't you ask your President at the next meeting ?

Susana, Thank you, your comments are noted. What our association has gone threw since August is really a disgrace.  
 
The only time members get somewhat involved is when it hits their wallets. 
 
We have recently submitted a series of questions to the Board in letter format which we hope to get some answers, however, this board likes to ignore and overlook when it's convenient for them. 
 

Florida Statute 718.112.2 
 
"When a unit owner files a written inquiry by certified mail with the board of administration, the board shall respond in writing to the unit owner within 30 days of receipt of the inquiry. The board’s response shall either give a substantive response to the inquirer, notify the inquirer that a legal opinion has been requested, or notify the inquirer that advice has been requested from the division. If the board requests advice from the division, the board shall, within 10 days of its receipt of the advice, provide in writing a substantive response to the inquirer. If a legal opinion is requested, the board shall, within 60 days after the receipt of the inquiry, provide in writing a substantive response to the inquiry. The failure to provide a substantive response to the inquiry as provided herein precludes the board from recovering attorney’s fees and costs in any subsequent litigation, administrative proceeding, or arbitration arising out of the inquiry. The association may through its board of administration adopt reasonable rules and regulations regarding the frequency and manner of responding to unit owner inquiries, one of which may be that the association is only obligated to respond to one written inquiry per unit in any given 30-day period. In such a case, any additional inquiry or inquiries must be responded to in the subsequent 30-day period, or periods, as applicable." 
 
 
 

Let me see if I can help and clarify a few items. 
 
 
 
First, there is a difference between Directors and Officers. The Directors are elected by the membership. The Officers are appointed by the directors. The Officers must answer to the directors. 
 
It is like any coporation. The Directors are the Board. Often, documents state that the President either "may" or "shall" be both an officer and a director. In legal terms "may" means you can decide to and "shall" means you have to. 
 
The officers would not vote with the directors. They do not have the same powers as the directors, though the directors may grant certain abilities to the officers, but retain the liability (basically, the responsibility) of any decisions made and implemented.  
 
It is like any corporation. For example, most companies have a board of directors. The board sets the direction of the company, often by hiring a CEO to make the day to day decisions.  
 
Most condo and HOA's only have the directors and the directors usually appoint themselves as the officers for many reasons - it is easier, practical and you often can't get enough volunteers as it is.  
 
As long as the person appointed is not voting on director decisions (board votes) than there is no problem. That person is answerable to the board. But, if they are acting like a board member, than it is a big problem and the board is opening itself up to huge liability issues. That individual is not the elected "voice" of the community, unlike the other board members.

Joe, your post may be helpful to clarify certain general terminology, however, in Florida, you either go by your Declaration or by FL Statutes. In my opinion, the only acceptable recourse the original poster and condo owner has is to use FL Statute 718 and write to the association asking for an explanation as to the 6th board member.

Joe, thank you for your explanation. I do have another question, what would "Member at Large" represent in a board setting? 
 
Susana, We have made a call to the President of the Management company that is under contract with our association, We got the, "Can I give you a call back" excuse. So I am taking your advise and sending a Certified formal letter for an explanation of the reason why we now have a 6th member to the board as well as 
 
what his duties are and because I want clarification on how they are looking at this, Will he be voting on board issues.

A member-at-large is no different than a "spare tire." Most associations need a 5th Director as to prevent tied votes. This board member does not have a specific role but he/she can vote and make motions.