720.306
Meetings of members; voting and election procedures; amendments.--
(1) QUORUM;
AMENDMENTS.--
(a) 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. A meeting of the members must
be held at a location that is accessible to
a physically handicapped person if requested
by a physically handicapped person who has a
right to attend the meeting.
(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. Within 30 days
after recording an amendment to the
governing documents, the association shall
provide copies of the amendment to the
members. However, if a copy of the proposed
amendment is provided to the members before
they vote on the amendment and the proposed
amendment is not changed before the vote,
the association, in lieu of providing a copy
of the amendment, may provide notice to the
members that the amendment was adopted,
identifying the official book and page
number or instrument number of the recorded
amendment and that a copy of the amendment
is available at no charge to the member upon
written request to the association. The
copies and notice described in this
paragraph may be provided electronically to
those owners who previously consented to
receive notice electronically. The failure
to timely provide notice of the recording of
the amendment does not affect the validity
or enforceability of the amendment.
(c) Unless otherwise provided in the
governing documents as originally recorded
or permitted by this chapter or chapter 617,
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 part I of chapter 607 or chapter 617
is not a material or adverse alteration of
the proportionate voting interest
appurtenant to a parcel.
(d) The Legislature finds that the
procurement of mortgagee consent to
amendments that do not affect the rights or
interests of mortgagees is an unreasonable
and substantial logistical and financial
burden on the parcel owners and that there
is a compelling state interest in enabling
the members of an association to approve
amendments to the association’s governing
documents through legal means. Accordingly,
and notwithstanding any provision of this
paragraph to the contrary:
1. As to any mortgage recorded on or after
July 1, 2013, any provision in the
association’s governing documents that
requires the consent or joinder of some or
all mortgagees of parcels or any other
portion of the association’s common areas to
amend the association’s governing documents
or for any other matter is enforceable only
as to amendments to the association’s
governing documents that adversely affect
the priority of the mortgagee’s lien or the
mortgagee’s rights to foreclose its lien or
that otherwise materially affect the rights
and interests of the mortgagees.
2. As to mortgages recorded before July 1,
2013, any existing provisions in the
association’s governing documents requiring
mortgagee consent are enforceable.
3. In securing consent or joinder, the
association is entitled to rely upon the
public records to identify the holders of
outstanding mortgages. The association may
use the address provided in the original
recorded mortgage document, unless there is
a different address for the holder of the
mortgage in a recorded assignment or
modification of the mortgage, which recorded
assignment or modification must reference
the official records book and page on which
the original mortgage was recorded. Once the
association has identified the recorded
mortgages of record, the association shall,
in writing, request of each parcel owner
whose parcel is encumbered by a mortgage of
record any information that the owner has in
his or her possession regarding the name and
address of the person to whom mortgage
payments are currently being made. Notice
shall be sent to such person if the address
provided in the original recorded mortgage
document is different from the name and
address of the mortgagee or assignee of the
mortgage as shown by the public record. The
association is deemed to have complied with
this requirement by making the written
request of the parcel owners required under
this subparagraph. Any notices required to
be sent to the mortgagees under this
subparagraph shall be sent to all available
addresses provided to the association.
4. Any notice to the mortgagees required
under subparagraph 3. may be sent by a
method that establishes proof of delivery,
and any mortgagee who fails to respond
within 60 days after the date of mailing is
deemed to have consented to the amendment.
5. For those amendments requiring mortgagee
consent on or after July 1, 2013, in the
event mortgagee consent is provided other
than by properly recorded joinder, such
consent shall be evidenced by affidavit of
the association recorded in the public
records of the county in which the
declaration is recorded.
6. Any amendment adopted without the
required consent of a mortgagee is voidable
only by a mortgagee who was entitled to
notice and an opportunity to consent. An
action to void an amendment is subject to
the statute of limitations beginning 5 years
after the date of discovery as to the
amendments described in subparagraph 1. and
5 years after the date of recordation of the
certificate of amendment for all other
amendments. This subparagraph applies to all
mortgages, regardless of the date of
recordation of the mortgage.
(e) A proposal to amend the governing
documents must contain the full text of the
provision to be amended and may not be
revised or amended by reference solely to
the title or number. Proposed new language
must be underlined, and proposed deleted
language must be stricken. If the proposed
change is so extensive that underlining and
striking through language would hinder,
rather than assist, the understanding of the
proposed amendment, a notation must be
inserted immediately preceding the proposed
amendment in substantially the following
form: “Substantial rewording. See governing
documents for current text.” An amendment to
a governing document is effective when
recorded in the public records of the county
in which the community is located.
(f) An immaterial error or omission in the
amendment process does not invalidate an
otherwise properly adopted amendment.
(g) A notice required under this section
must be mailed or delivered to the address
identified as the parcel owner’s mailing
address in the official records of the
association as required under s. 720.303(4),
or electronically transmitted in a manner
authorized by the association if the parcel
owner has consented, in writing, to receive
notice by electronic transmission.
(h)1. Except as otherwise provided in this
paragraph, any governing document, or
amendment to a governing document, that is
enacted after July 1, 2021, and that
prohibits or regulates rental agreements
applies only to a parcel owner who acquires
title to the parcel after the effective date
of the governing document or amendment, or
to a parcel owner who consents, individually
or through a representative, to the
governing document or amendment.
2. Notwithstanding subparagraph 1., an
association may amend its governing
documents to prohibit or regulate rental
agreements for a term of less than 6 months
and may prohibit the rental of a parcel for
more than three times in a calendar year,
and such amendments shall apply to all
parcel owners.
3. This paragraph does not affect the
amendment restrictions for associations of
15 or fewer parcel owners under s.
720.303(1).
4. For purposes of this paragraph, a change
of ownership does not occur when a parcel
owner conveys the parcel to an affiliated
entity, when beneficial ownership of the
parcel does not change, or when an heir
becomes the parcel owner. For purposes of
this subparagraph, the term “affiliated
entity” means an entity that controls, is
controlled by, or is under common control
with the parcel owner or that becomes a
parent or successor entity by reason of
transfer, merger, consolidation, public
offering, reorganization, dissolution or
sale of stock, or transfer of membership
partnership interests. For a conveyance to
be recognized as one made to an affiliated
entity, the entity must furnish to the
association a document certifying that this
subparagraph applies and provide any
organizational documents for the parcel
owner and the affiliated entity which
support the representations in the
certificate, as requested by the
association.
5. For purposes of this paragraph, a change
of ownership does occur when, with respect
to a parcel owner that is a business entity,
every person that owned an interest in the
real property at the time of the enactment
of the amendment or rule conveys their
interest in the real property to an
unaffiliated entity.
(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.
(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 voting interests of the
association. Business conducted at a special
meeting is limited to the purposes described
in the notice of the meeting.
(4) CONTENT
OF NOTICE.—
Unless law or the governing documents
require otherwise, 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 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 all items
opened for discussion 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 member and a parcel owner have
the right to speak for at least 3 minutes on
any item. 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,
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. 607.0707, 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.
(a) 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.
(b) If
the
governing
documents
permit
voting
by
secret
ballot
by
members
who
are
not
in
attendance
at a
meeting
of
the
members
for
the
election
of
directors,
such
ballots
must
be
placed
in
an
inner
envelope
with
no
identifying
markings
and
mailed
or
delivered
to
the
association
in
an
outer
envelope
bearing
identifying
information
reflecting
the
name
of
the
member,
the
lot
or
parcel
for
which
the
vote
is
being
cast,
and
the
signature
of
the
lot
or
parcel
owner
casting
that
ballot.
If
the
eligibility
of
the
member
to
vote
is
confirmed
and
no
other
ballot
has
been
submitted
for
that
lot
or
parcel,
the
inner
envelope
shall
be
removed
from
the
outer
envelope
bearing
the
identification
information,
placed
with
the
ballots
which
were
personally
cast,
and
opened
when
the
ballots
are
counted.
If
more
than
one
ballot
is
submitted
for
a
lot
or
parcel,
the
ballots
for
that
lot
or
parcel
shall
be
disqualified.
Any
vote
by
ballot
received
after
the
closing
of
the
balloting
may
not
be
considered.
(9) ELECTIONS
AND BOARD VACANCIES.—
(a) 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. 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 challenge to the
election process must be commenced
within 60 days after the election
results are announced.
(b) A
person who is delinquent in the payment
of any fee, fine, or other monetary
obligation to the association on the day
that he or she could last nominate
himself or herself or be nominated for
the board may not seek election to the
board, and his or her name shall not be
listed on the ballot. A person serving
as a board member who becomes more than
90 days delinquent in the payment of any
fee, fine, or other monetary obligation
to the association shall be deemed to
have abandoned his or her seat on the
board, creating a vacancy on the board
to be filled according to law. For
purposes of this paragraph, the term
“any fee, fine, or other monetary
obligation” means any delinquency to the
association with respect to any parcel.
A person who has been convicted of any
felony in this state or in a United
States District or Territorial Court, or
has been convicted of any offense in
another jurisdiction which would be
considered a felony if committed in this
state, may not seek election to the
board and is not eligible for board
membership unless such felon’s civil
rights have been restored for at least 5
years as of the date on which such
person seeks election to the board. The
validity of any action by the board is
not affected if it is later determined
that a person was ineligible to seek
election to the board or that a member
of the board is ineligible for board
membership.
(c) Any
election dispute between a member and an
association must be submitted to binding
arbitration with the division or filed
with a court of competent jurisdiction.
Such proceedings that are submitted to
binding arbitration with the division
must be conducted in the manner provided
by s. 718.1255 and the procedural rules
adopted by the division. Unless
otherwise provided in the bylaws, any
vacancy occurring on the board before
the expiration of a term may be filled
by an affirmative vote of the majority
of the remaining directors, even if the
remaining directors constitute less than
a quorum, or by the sole remaining
director. In the alternative, a board
may hold an election to fill the
vacancy, in which case the election
procedures must conform to the
requirements of the governing documents.
Unless otherwise provided in the bylaws,
a board member appointed or elected
under this section is appointed for the
unexpired term of the seat being filled.
Filling vacancies created by recall is
governed by s. 720.303(10) and rules
adopted by the division.
(10) RECORDING.—
Any parcel owner may tape record or
videotape meetings of the board of directors
and meetings of the members. The board of
directors of the association may adopt
reasonable rules governing the taping of
meetings of the board and the membership.
History.—s.
38, ch.
92-49; s.
56, ch.
95-274; s.
4, ch.
96-343; s.
1718, ch.
97-102; s.
47, ch.
2000-258; s.
4, ch.
2003-79; s.
22, ch.
2004-345; s.
19, ch.
2004-353; s.
13, ch.
2007-173; s.
25, ch.
2010-174; s.
19, ch.
2011-196; s.
17, ch.
2013-188; s.
4, ch.
2013-218; s.
18, ch.
2014-133; s.
72, ch.
2014-209; s.
18, ch.
2015-97; s.
15, ch.
2018-96;
s. 22, ch.
2021-99.
|