The Annual Members Meeting - The Nuts and Bolts

Ah, the annual members meeting. Oftentimes it never happens! I've seen that way too often. Just as often, it happens, but it's done wrong, which calls into question the validity of any actions taken by the board that may not have been legally constituted. Nothing but trouble ahead.

So let's stop, take a breath, and do this right. It's not that hard, and an ounce of prevention is worth thousands of dollars of attorney's fees to cure. Here we go.........

[What follows is the typical procedure; make sure to check your declaration, bylaws, articles of incorporation and rules and regulations to see if your association does not follow this process; having said that, many of these steps, by law, control even if your documents are different. I will try to differentiate those rules where I can]

First off, check your condominium documents to find out the date the meeting is supposed to happen. That information is usually in the bylaws, and if not there, look in the articles of incorporation. You'll find it.

There are two major things to be accomplished at the annual meeting:

1. Election of the board of directors;
2. Election (by the new board) of the officers (though check your bylaws; some of them provide that the officers are elected by the unit owners, and not by the board).

Many association also adopt their budget at the annual meeting, though this can be done at a different board meeting.

By law, the annual meeting must take place (get ready for this surprise) annually!! If it has been more than a year since the last annual meeting, schedule it now. Here's the process:

1. 60 day notice; at least 60 days before the annual meeting, the association MUST send written notice (the "first notice") to EVERY SINGLE UNIT OWNER!! Delivery must be by hand delivery, regular mail or electronic transmission, PLUS posting in the usual place on the property.

2. Any unit owner who is eligible to serve on the board (check your bylaws for eligibility; in addition to the bylaws, State law prohibits convicted felons from serving on the board, and recent law prohibits unit owners who are behind on their maintenance from serving) must give WRITTEN notice that they want to run at least 40 days before the election. Instructions to this effect should be included on the first notice (though, oddly, this is not required by law). If any nominee chooses, they can include a "bio" sheet, to be distributed to the unit owners with the second package.

3. At least 14 days before the annual election, a "second package" is delivered to all of the unit owners. The second package must include (a) the ballot, (b) the Notice of the Meeting and (c) the bio sheets, if any. Note; if there are the same or fewer "nominees" than there are people to be elected to the board, there is no need to have an election. In that case, you only need to send out the notice of the meeting. The Notice of the meeting must also be posted in the usual place, and must remain there for the entire 14 day period.

It's also a very good idea to include in the second package a proxy, to allow the unit owner who will not be at the meeting to appoint somebody to vote for them. More on proxies in a different post.

At the meeting, roll is called to determine whether or not there is a "quorum" (meaning, the minimum number of members that must be present in order to have a legal meeting). For annual meetings, by statute, the quorum is just 20% of the unit owners; actually, the law says that at least 20% of the unit owners must VOTE, not just attend. That 20% includes owners who have given proxies to be used for them.

Once it is determined that more than 20% of the unit owners are present, the meeting can go foward.

Look for additional information about this as i publish it here.

DEJ

Welcome to the Practical Florida Condominium Association

To the Blogosphere........

Hello, and welcome to the Practical Florida Condominium Association.

My name is Daniel Jonas, and I am an attorney in Florida. I've been an attorney in the north end of Miami Beach for nearly 30 years, and in that time have done a substantial amount of work for (and against) small to medium condominium and cooperative associations, mostly in Miami-Dade County. I've operated a small condominium association management company, been counsel to many small associations, represented hundreds of unit owners, and handled all aspects of association matters; negotiations, mediations, arbitrations, litigation, you name it, I've done it.

And the one thing I have learned is that there is no easy, consistent, reliable source of information for unit owners, board members and officers so that everybody knows the rules of the game.

It is my hope in this blog to inform everybody in the association community about what they need to know; to be a sounding board for interesting discussions; to be a central location to disseminate new statutes and court and arbitration decisions about association matters, and otherwise be a clearinghouse for everyone interested in these issues.

I invite those of you who are so motivated to guest blog; I'm looking for anybody who has expertise in any related areas (insurance, management, trades, etc.) and who is motivated to submit pieces to me, and if they are well written, relevant and interesting, I'll post them.

I look forward to establishing and growing the community, and welcome suggestions.

Daniel Jonas
3/20/09