Director Proxy Voting vs Attendace by Telephone

PROXY VOTING BY BOARD MEMBERS

VS.

ATTENDANCE BY TELEPHONE

    We are often asked if board members may assign their board voting rights to another board member or other person. While the answer is 'no', the use of speaker phones may be a viable alternative when a board member is unable to attend in person.

A. ASSIGNMENT OF BOARD MEMBER VOTING RIGHTS:

    Both Section 718.111(1)(b), Florida Statutes for condominiums and Section 720.303(2)(c)3, Florida Statutes for HOAs contain the following statement:

Directors may not vote by proxy or by secret ballot at board meetings, except that secret ballots may be used in the election of officers. (Emphasis added.)

    Accordingly, board members may not assign their right to vote to any other party.

B. ATTENDANCE BY TELEPHONE:

    Even though board members may not assign their right to vote to any other party, the following laws may allow both condominium and HOA board members to attend board meetings and vote by way of speaker phones:

    Section 617.0820(4), Florida Statutes which applies to both condominiums and HOAs, reads as follows:

(4) Unless the articles of incorporation or the bylaws provide otherwise, the board of directors may permit any or all directors to participate in a regular or special meeting by, or conduct the meeting through the use of, any means of communication by which all directors participating may simultaneously hear each other during the meeting. A director participating in a meeting by this means is deemed to be present in person at the meeting. (Emphasis added.)

    Section 718.112(2)(b)5, Florida Statutes then provides the following for condominiums:

(5) When any of the board or committee members meet by telephone conference, those board or committee members attending by telephone conference may be counted toward obtain quorum and may vote by telephone. A telephone speaker must be used so that the conversation of those board or committee members attending by telephone may be heard by the board or committee members attending in person as well as by any unit owners present at a meeting.

    While Chapter 720 does not contain specific provisions relating to the use of speaker phones, it is our belief that HOAs should use the requirements contained in above cited Section 718.112(2)(b)5, Florida Statutes in order to comply with the 'open meeting' requirements imposed by Chapter 720.

    Please also remember that individual documents may forbid the use of speaker phones, so before this process is used, please consult your articles of incorporation and bylaws.

The firm of Taylor & Carls, P.A., with offices located in Maitland, Melbourne, Tampa and Palm Coast, Florida, was founded in 1981 and has practiced in the area of community association law since that date. This edition was prepared by Robert L. Taylor, Esq. of Taylor & Carls, P.A. The information contained in The Association e-Lawyer should not be acted upon without professional legal advice. The opinions expressed herein are as of the date hereof, and this law firm undertakes no obligation to advise the Association of subsequent changes in the law.

©2006 Taylor & Carls, P.A. All Rights Reserved.
The firm can be reached Toll Free at 1-800-395-6235 or locally at 407-660-1040.
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