How many times have we heard someone claim that a Board President may not vote on matters raised at community association board meetings? THESE PEOPLE ARE WRONG! In fact, Presidents (as well as all other board members) must vote except in specific instances that will be addressed below.
Quite often the community association’s documents direct that the board follow Roberts Rules of Order and the above claim is typically based on language found in that book.
However, the standards found in that publication will always be superceded by the requirements found in the Florida law. As to the voting issue, we find the following two Florida Statutes:
A. As to Homeowners Associations, Section 617.0824 provides as follows:
617.0824 Quorum and voting.--
. . .
(4) A director of a corporation who is present at a meeting of the board of directors or a committee of the board of directors when corporate action is taken is deemed to have assented to the action taken unless:
(a) The director objects, at the beginning of the meeting or promptly upon his or her arrival, to holding the meeting or transacting specified affairs at the meeting; or
(b) The director votes against or abstains from the action taken.
B. As to Condominium Associations, Section 718.111(1)(b), provides as follows.
718.111 The association.--
(1) CORPORATE ENTITY.--
. . .
(b) A director of the association who is present at a meeting of its board at which action on any corporate matter is taken shall be presumed to have assented to the action taken unless he or she votes against such action or abstains from voting in respect thereto because of an asserted conflict of interest. Directors may not vote by proxy or by secret ballot at board meetings, except that officers may be elected by secret ballot. A vote or abstention for each member present shall be recorded in the minutes.
Therefore, assuming that the President is a director, he or she must either vote, affirmatively abstain from the vote based on an asserted conflict of interest, or object to the meeting or the action taken at that meeting. Otherwise, the President will automatically be shown in the minutes as having assented to the action taken by the Board, whether that action was to approve or disapprove a particular item of business.
The firm of Taylor & Carls, P.A., with offices located in Maitland, Melbourne and Daytona Beach, Florida, was founded in 1981 and has practiced in the area of community association law since that date. This edition prepared by Robert L. Taylor, a partner of Taylor & Carls, P.A. The information contained in The Association e-Lawyer should not be acted upon without professional legal advice.
©2003 Taylor & Carls, P.A. All Rights Reserved.
The firm can be reached at 407-660-1040.