March 22, 2019
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Senate Bill 0592

Senate Bill sb0592

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    Florida Senate - 2003                                   SB 592

    By Senator Geller





    31-552-03

  1                      A bill to be entitled

  2         An act relating to corporate affairs; amending

  3         s. 617.01401, F.S.; defining the term

  4         "electronic transmission" for purposes of the

  5         Florida Not For Profit Corporation Act;

  6         amending s. 617.0141, F.S.; authorizing forms

  7         of electronic transmission of notice for

  8         domestic or foreign corporations; providing for

  9         a corporation member to revoke consent to

10         receiving notice by electronic transmission;

11         providing that an affidavit of notice by

12         electronic transmission is, in the absence of

13         fraud, prima facie evidence of the facts stated

14         in the notice; amending ss. 718.111 and

15         718.112, F.S.; providing for a condominium

16         association to transmit electronic notices to

17         unit owners; providing that the association is

18         not liable for erroneously disclosing certain

19         address information; revising requirements for

20         use of proxies for voting; authorizing the

21         association to broadcast notice via a

22         closed-circuit television system; prohibiting

23         notice by electronic transmission for a recall

24         of board members; providing for association

25         bylaws to authorize the electronic transmission

26         of notices; amending ss. 719.104 and 719.106,

27         F.S.; providing for a cooperative association

28         to transmit electronic notices to unit owners;

29         providing that the association is not liable

30         for erroneously disclosing certain address

31         information; revising requirements for use of

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    Florida Senate - 2003                                   SB 592
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 1         proxies for voting; authorizing the association

 2         to broadcast notice via a closed-circuit

 3         television system; prohibiting notice by

 4         electronic transmission for a recall of board

 5         members; providing for association bylaws to

 6         authorize the electronic transmission of

 7         notices; amending s. 720.302, F.S.; clarifying

 8         that corporations not for profit that operate

 9         residential homeowners' associations are

10         subject to the Florida Not For Profit

11         Corporation Act; amending s. 720.303, F.S.;

12         authorizing a homeowners' association to

13         broadcast notice via a closed-circuit

14         television system; providing that the

15         association is not liable for erroneously

16         disclosing certain address information;

17         providing an effective date.

18  

19  Be It Enacted by the Legislature of the State of Florida:

20  

21         Section 1.  Section 617.01401, Florida Statutes, is

22  amended to read:

23         617.01401  Definitions.--As used in this act, unless

24  the context otherwise requires, the term:

25         (1)  "Articles of incorporation" includes original,

26  amended, and restated articles of incorporation, articles of

27  consolidation, and articles of merger, and all amendments

28  thereto, including documents designated by the laws of this

29  state as charters, and, in the case of a foreign corporation,

30  documents equivalent to articles of incorporation in the

31  jurisdiction of incorporation.

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    Florida Senate - 2003                                   SB 592
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 1         (2)  "Board of directors" means the group of persons

 2  vested with the management of the affairs of the corporation

 3  irrespective of the name by which such group is designated,

 4  including, but not limited to, managers or trustees.

 5         (3)  "Bylaws" means the code or codes of rules adopted

 6  for the regulation or management of the affairs of the

 7  corporation irrespective of the name or names by which such

 8  rules are designated.

 9         (4)  "Corporation" or "domestic corporation" means a

10  corporation not for profit, subject to the provisions of this

11  act, except a foreign corporation.

12         (5)  "Corporation not for profit" means a corporation

13  no part of the income or profit of which is distributable to

14  its members, directors, or officers.

15         (6)  "Electronic transmission" means any form of

16  communication, not directly involving the physical

17  transmission or transfer of paper, which creates a record that

18  may be retained, retrieved, and reviewed by a recipient

19  thereof and which may be directly reproduced in a

20  comprehensible and legible paper form by such recipient

21  through an automated process. Examples of electronic

22  transmission include, but are not limited to, telegrams,

23  facsimile transmissions of images, and text that is sent via

24  electronic mail between computers.

25         (7)(6)  "Foreign corporation" means a corporation not

26  for profit organized under laws other than the laws of this

27  state.

28         (8)(7)  "Insolvent" means the inability of a

29  corporation to pay its debts as they become due in the usual

30  course of its affairs.

31  

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 1         (9)(8)  "Mail" means the United States mail, facsimile

 2  transmissions, and private mail carriers handling nationwide

 3  mail services.

 4         (10)(9)  "Member" means one having membership rights in

 5  a corporation in accordance with the provisions of its

 6  articles of incorporation or bylaws or the provisions of this

 7  act.

 8         (11)(10)  "Person" includes individual and entity.

 9         Section 2.  Section 617.0141, Florida Statutes, is

10  amended to read:

11         617.0141  Notice.--

12         (1)  Notice under this act must be in writing, unless

13  oral notice is:

14         (a)  Expressly authorized by the articles of

15  incorporation or the bylaws; and

16         (b)  Reasonable under the circumstances.

17         (2)  Notice may be communicated in person; by telephone

18  (where oral notice is permitted), telegraph, teletype, or

19  other form of electronic transmission communication; or by

20  mail.

21         (3)  Written notice by a domestic or foreign

22  corporation authorized to conduct its affairs in this state to

23  its member, if in a comprehensible form, is effective:

24         (a)  When mailed, if mailed postpaid and correctly

25  addressed to the member's address shown in the corporation's

26  current record of members;.

27         (b)  When actually transmitted by facsimile

28  telecommunication, if correctly directed to a number at which

29  the member has consented to receive notice;

30  

31  

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 1         (c)  When actually transmitted by electronic mail, if

 2  correctly directed to an electronic mail address at which the

 3  member has consented to receive notice;

 4         (d)  When posted on an electronic network that the

 5  member has consented to consult, upon the later of:

 6         1.  Such correct posting; or

 7         2.  The giving of a separate notice to the member of

 8  the fact of such specific posting; or

 9         (e)  When correctly transmitted to the member, if by

10  any other form of electronic transmission consented to by the

11  member to whom notice is given.

12         (4)  Consent by a member to receiving notice by

13  electronic transmission shall be revocable by the member by

14  written notice to the corporation. Any such consent shall be

15  deemed revoked if:

16         (a)  The corporation is unable to deliver by electronic

17  transmission two consecutive notices given by the corporation

18  in accordance with such consent; and

19         (b)  Such inability becomes known to the secretary or

20  an assistant secretary of the corporation, or other authorized

21  person responsible for the giving of notice. However, the

22  inadvertent failure to treat such inability as a revocation

23  does not invalidate any meeting or other action.

24         (5)(4)  Written notice to a domestic or foreign

25  corporation authorized to conduct its affairs in this state

26  may be addressed to its registered agent at its registered

27  office or to the corporation or its secretary at its principal

28  office shown in its most recent annual report or, in the case

29  of a corporation that has not yet delivered an annual report,

30  in a domestic corporation's articles of incorporation or in a

31  

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 1  foreign corporation's application for certificate of

 2  authority.

 3         (6)(5)  Except as provided in subsection (3) or

 4  elsewhere in this act, written notice, if in a comprehensible

 5  form, is effective at the earliest date of the following:

 6         (a)  When received;

 7         (b)  Five days after its deposit in the United States

 8  mail, as evidenced by the postmark, if mailed postpaid and

 9  correctly addressed; or

10         (c)  On the date shown on the return receipt, if sent

11  by registered or certified mail, return receipt requested, and

12  the receipt is signed by or on behalf of the addressee.

13         (7)(6)  Oral notice is effective when communicated if

14  communicated directly to the person to be notified in a

15  comprehensible manner.

16         (8)  An affidavit of the secretary, an assistant

17  secretary, the transfer agent, or other authorized agent of

18  the corporation that the notice has been given by a form of

19  electronic transmission is, in the absence of fraud, prima

20  facie evidence of the facts stated in the notice.

21         (9)(7)  If this act prescribes notice requirements for

22  particular circumstances, those requirements govern.  If

23  articles of incorporation or bylaws prescribe notice

24  requirements not less stringent than the requirements of this

25  section or other provisions of this act, those requirements

26  govern.

27         Section 3.  Paragraph (a) of subsection (12) of section

28  718.111, Florida Statutes, is amended to read:

29         718.111  The association.--

30         (12)  OFFICIAL RECORDS.--

31  

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 1         (a)  From the inception of the association, the

 2  association shall maintain each of the following items, when

 3  applicable, which shall constitute the official records of the

 4  association:

 5         1.  A copy of the plans, permits, warranties, and other

 6  items provided by the developer pursuant to s. 718.301(4).

 7         2.  A photocopy of the recorded declaration of

 8  condominium of each condominium operated by the association

 9  and of each amendment to each declaration.

10         3.  A photocopy of the recorded bylaws of the

11  association and of each amendment to the bylaws.

12         4.  A certified copy of the articles of incorporation

13  of the association, or other documents creating the

14  association, and of each amendment thereto.

15         5.  A copy of the current rules of the association.

16         6.  A book or books which contain the minutes of all

17  meetings of the association, of the board of directors, and of

18  unit owners, which minutes shall be retained for a period of

19  not less than 7 years.

20         7.  A current roster of all unit owners and their

21  postal and electronic mailing addresses, unit identifications,

22  voting certifications, and, if known, telephone numbers. Upon

23  the request of the unit owner in writing, the electronic mail

24  address and the number designated by the unit owner for

25  receiving electronic transmission of notices shall not be

26  included in the official records of the association. However,

27  the association is not liable for an erroneous disclosure of

28  the electronic mail address or the number for receiving

29  electronic transmission of notices.

30         8.  All current insurance policies of the association

31  and condominiums operated by the association.

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    Florida Senate - 2003                                   SB 592
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 1         9.  A current copy of any management agreement, lease,

 2  or other contract to which the association is a party or under

 3  which the association or the unit owners have an obligation or

 4  responsibility.

 5         10.  Bills of sale or transfer for all property owned

 6  by the association.

 7         11.  Accounting records for the association and

 8  separate accounting records for each condominium which the

 9  association operates.  All accounting records shall be

10  maintained for a period of not less than 7 years. The

11  accounting records shall include, but are not limited to:

12         a.  Accurate, itemized, and detailed records of all

13  receipts and expenditures.

14         b.  A current account and a monthly, bimonthly, or

15  quarterly statement of the account for each unit designating

16  the name of the unit owner, the due date and amount of each

17  assessment, the amount paid upon the account, and the balance

18  due.

19         c.  All audits, reviews, accounting statements, and

20  financial reports of the association or condominium.

21         d.  All contracts for work to be performed.  Bids for

22  work to be performed shall also be considered official records

23  and shall be maintained for a period of 1 year.

24         12.  Ballots, sign-in sheets, voting proxies, and all

25  other papers relating to voting by unit owners, which shall be

26  maintained for a period of 1 year from the date of the

27  election, vote, or meeting to which the document relates.

28         13.  All rental records, when the association is acting

29  as agent for the rental of condominium units.

30         14.  A copy of the current question and answer sheet as

31  described by s. 718.504.

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 1         15.  All other records of the association not

 2  specifically included in the foregoing which are related to

 3  the operation of the association.

 4         Section 4.  Paragraphs (b), (c), (d), (e), and (j) of

 5  subsection (2) and subsection (3) of section 718.112, Florida

 6  Statutes, are amended to read:

 7         718.112  Bylaws.--

 8         (2)  REQUIRED PROVISIONS.--The bylaws shall provide for

 9  the following and, if they do not do so, shall be deemed to

10  include the following:

11         (b)  Quorum; voting requirements; proxies.--

12         1.  Unless a lower number is provided in the bylaws,

13  the percentage of voting interests required to constitute a

14  quorum at a meeting of the members shall be a majority of the

15  voting interests.  Unless otherwise provided in this chapter

16  or in the declaration, articles of incorporation, or bylaws,

17  and except as provided in subparagraph (d)3., decisions shall

18  be made by owners of a majority of the voting interests

19  represented at a meeting at which a quorum is present.

20         2.  Except as specifically otherwise provided herein,

21  after January 1, 1992, unit owners may not vote by general

22  proxy, but may vote by limited proxies substantially

23  conforming to a limited proxy form adopted by the division.

24  Limited proxies and general proxies may be used to establish a

25  quorum.  Limited proxies shall be used for votes taken to

26  waive or reduce reserves in accordance with subparagraph

27  (f)2.; for votes taken to waive the financial reporting

28  requirements of s. 718.111(13); for votes taken to amend the

29  declaration pursuant to s. 718.110; for votes taken to amend

30  the articles of incorporation or bylaws pursuant to this

31  section; and for any other matter for which this chapter

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    Florida Senate - 2003                                   SB 592
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 1  requires or permits a vote of the unit owners.  Except as

 2  provided in paragraph (d), after January 1, 1992, no proxy,

 3  limited or general, shall be used in the election of board

 4  members. General proxies may be used for other matters for

 5  which limited proxies are not required, and may also be used

 6  in voting for nonsubstantive changes to items for which a

 7  limited proxy is required and given. Notwithstanding the

 8  provisions of this subparagraph, unit owners may vote in

 9  person at unit owner meetings.  Nothing contained herein shall

10  limit the use of general proxies or require the use of limited

11  proxies for any agenda item or election at any meeting of a

12  timeshare condominium association.

13         3.  Any proxy given shall be effective only for the

14  specific meeting for which originally given and any lawfully

15  adjourned meetings thereof.  In no event shall any proxy be

16  valid for a period longer than 90 days after the date of the

17  first meeting for which it was given.  Every proxy is

18  revocable at any time at the pleasure of the unit owner

19  executing it.

20         4.  A member of the board of administration or a

21  committee may submit in writing his or her agreement or

22  disagreement with any action taken at a meeting that the

23  member did not attend. This agreement or disagreement may not

24  be used as a vote for or against the action taken and may not

25  be used for the purposes of creating a quorum.

26         5.  When any of the board or committee members meet by

27  telephone conference, those board or committee members

28  attending by telephone conference may be counted toward

29  obtaining a quorum and may vote by telephone. A telephone

30  speaker must be used so that the conversation of those board

31  or committee members attending by telephone may be heard by

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 1  the board or committee members attending in person as well as

 2  by any unit owners present at a meeting.

 3         (c)  Board of administration meetings.--Meetings of the

 4  board of administration at which a quorum of the members is

 5  present shall be open to all unit owners.  Any unit owner may

 6  tape record or videotape meetings of the board of

 7  administration.  The right to attend such meetings includes

 8  the right to speak at such meetings with reference to all

 9  designated agenda items.  The division shall adopt reasonable

10  rules governing the tape recording and videotaping of the

11  meeting.  The association may adopt written reasonable rules

12  governing the frequency, duration, and manner of unit owner

13  statements. Adequate notice of all meetings, which notice

14  shall specifically incorporate an identification of agenda

15  items, shall be posted conspicuously on the condominium

16  property at least 48 continuous hours preceding the meeting

17  except in an emergency.  Any item not included on the notice

18  may be taken up on an emergency basis by at least a majority

19  plus one of the members of the board. Such emergency action

20  shall be noticed and ratified at the next regular meeting of

21  the board. However, written notice of any meeting at which

22  nonemergency special assessments, or at which amendment to

23  rules regarding unit use, will be considered shall be mailed,

24  or delivered, or electronically transmitted to the unit owners

25  and posted conspicuously on the condominium property not less

26  than 14 days prior to the meeting. Evidence of compliance with

27  this 14-day notice shall be made by an affidavit executed by

28  the person providing the notice and filed among the official

29  records of the association.  Upon notice to the unit owners,

30  the board shall by duly adopted rule designate a specific

31  location on the condominium property or association property

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 1  upon which all notices of board meetings shall be posted. If

 2  there is no condominium property or association property upon

 3  which notices can be posted, notices of board meetings shall

 4  be mailed, or delivered, or electronically transmitted at

 5  least 14 days before the meeting to the owner of each unit. In

 6  lieu of or in addition to the physical posting of notice of

 7  any meeting of the board of administration on the condominium

 8  property, the association may, by reasonable rule, adopt a

 9  procedure for conspicuously posting and repeatedly

10  broadcasting the notice and the agenda on a closed-circuit

11  cable television system serving the condominium association.

12  However, if broadcast notice is used in lieu of a notice

13  posted physically on the condominium property, the notice and

14  agenda must be broadcast at least four times every broadcast

15  hour of each day that a posted notice is otherwise required

16  under this section. When broadcast notice is provided, the

17  notice and agenda must be broadcast in a manner and for a

18  sufficient continuous length of time so as to allow an average

19  reader to observe the notice and read and comprehend the

20  entire content of the notice and the agenda. Notice of any

21  meeting in which regular assessments against unit owners are

22  to be considered for any reason shall specifically contain a

23  statement that assessments will be considered and the nature

24  of any such assessments. Meetings of a committee to take final

25  action on behalf of the board or make recommendations to the

26  board regarding the association budget are subject to the

27  provisions of this paragraph. Meetings of a committee that

28  does not take final action on behalf of the board or make

29  recommendations to the board regarding the association budget

30  are subject to the provisions of this section, unless those

31  meetings are exempted from this section by the bylaws of the

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 1  association.  Notwithstanding any other law, the requirement

 2  that board meetings and committee meetings be open to the unit

 3  owners is inapplicable to meetings between the board or a

 4  committee and the association's attorney, with respect to

 5  proposed or pending litigation, when the meeting is held for

 6  the purpose of seeking or rendering legal advice.

 7         (d)  Unit owner meetings.--

 8         1.  There shall be an annual meeting of the unit

 9  owners. Unless the bylaws provide otherwise, a vacancy on the

10  board caused by the expiration of a director's term shall be

11  filled by electing a new board member, and the election shall

12  be by secret ballot; however, if the number of vacancies

13  equals or exceeds the number of candidates, no election is

14  required. If there is no provision in the bylaws for terms of

15  the members of the board, the terms of all members of the

16  board shall expire upon the election of their successors at

17  the annual meeting. Any unit owner desiring to be a candidate

18  for board membership shall comply with subparagraph 3. A

19  person who has been convicted of any felony by any court of

20  record in the United States and who has not had his or her

21  right to vote restored pursuant to law in the jurisdiction of

22  his or her residence is not eligible for board membership. The

23  validity of an action by the board is not affected if it is

24  later determined that a member of the board is ineligible for

25  board membership due to having been convicted of a felony.

26         2.  The bylaws shall provide the method of calling

27  meetings of unit owners, including annual meetings. Written

28  notice, which notice must include an agenda, shall be mailed,

29  or hand delivered, or electronically transmitted to each unit

30  owner at least 14 days prior to the annual meeting and shall

31  be posted in a conspicuous place on the condominium property

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 1  at least 14 continuous days preceding the annual meeting. Upon

 2  notice to the unit owners, the board shall by duly adopted

 3  rule designate a specific location on the condominium property

 4  or association property upon which all notices of unit owner

 5  meetings shall be posted; however, if there is no condominium

 6  property or association property upon which notices can be

 7  posted, this requirement does not apply. In lieu of or in

 8  addition to the physical posting of notice of any meeting of

 9  the unit owners on the condominium property, the association

10  may, by reasonable rule, adopt a procedure for conspicuously

11  posting and repeatedly broadcasting the notice and the agenda

12  on a closed-circuit cable television system serving the

13  condominium association. However, if broadcast notice is used

14  in lieu of a notice posted physically on the condominium

15  property, the notice and agenda must be broadcast at least

16  four times every broadcast hour of each day that a posted

17  notice is otherwise required under this section. When

18  broadcast notice is provided, the notice and agenda must be

19  broadcast in a manner and for a sufficient continuous length

20  of time so as to allow an average reader to observe the notice

21  and read and comprehend the entire content of the notice and

22  the agenda. Unless a unit owner waives in writing the right to

23  receive notice of the annual meeting, such notice shall be

24  hand delivered, or mailed, or electronically transmitted to

25  each unit owner. Notice for meetings and notice for all other

26  purposes shall be mailed to each unit owner at the address

27  last furnished to the association by the unit owner, or hand

28  delivered to each unit owner. However, if a unit is owned by

29  more than one person, the association shall provide notice,

30  for meetings and all other purposes, to that one address which

31  the developer initially identifies for that purpose and

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 1  thereafter as one or more of the owners of the unit shall so

 2  advise the association in writing, or if no address is given

 3  or the owners of the unit do not agree, to the address

 4  provided on the deed of record. An officer of the association,

 5  or the manager or other person providing notice of the

 6  association meeting, shall provide an affidavit or United

 7  States Postal Service certificate of mailing, to be included

 8  in the official records of the association affirming that the

 9  notice was mailed or hand delivered, in accordance with this

10  provision.

11         3.  The members of the board shall be elected by

12  written ballot or voting machine. Proxies shall in no event be

13  used in electing the board, either in general elections or

14  elections to fill vacancies caused by recall, resignation, or

15  otherwise, unless otherwise provided in this chapter. Not less

16  than 60 days before a scheduled election, the association

17  shall mail, or deliver, or electronically transmit, whether by

18  separate association mailing or included in another

19  association mailing, or delivery, or transmission, including

20  regularly published newsletters, to each unit owner entitled

21  to a vote, a first notice of the date of the election. Any

22  unit owner or other eligible person desiring to be a candidate

23  for the board must give written notice to the association not

24  less than 40 days before a scheduled election.  Together with

25  the written notice and agenda as set forth in subparagraph 2.,

26  the association shall mail, or deliver, or electronically

27  transmit a second notice of the election to all unit owners

28  entitled to vote therein, together with a ballot which shall

29  list all candidates. Upon request of a candidate, the

30  association shall include an information sheet, no larger than

31  8 1/2  inches by 11 inches, which must be furnished by the

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 1  candidate not less than 35 days before the election, to be

 2  included with the mailing, delivery, or transmission of the

 3  ballot, with the costs of mailing, or delivery, or electronic

 4  transmission and copying to be borne by the association. The

 5  association is not liable for the contents of the information

 6  sheets prepared by the candidates.  In order to reduce costs,

 7  the association may print or duplicate the information sheets

 8  on both sides of the paper. The division shall by rule

 9  establish voting procedures consistent with the provisions

10  contained herein, including rules providing for giving notice

11  to the members by electronic transmission in a manner

12  authorized by law and for the secrecy of ballots.  Elections

13  shall be decided by a plurality of those ballots cast. There

14  shall be no quorum requirement; however, at least 20 percent

15  of the eligible voters must cast a ballot in order to have a

16  valid election of members of the board. No unit owner shall

17  permit any other person to vote his or her ballot, and any

18  such ballots improperly cast shall be deemed invalid, provided

19  any unit owner who violates this provision may be fined by the

20  association in accordance with s. 718.303. A unit owner who

21  needs assistance in casting the ballot for the reasons stated

22  in s. 101.051 may obtain assistance in casting the ballot. The

23  regular election shall occur on the date of the annual

24  meeting. The provisions of this subparagraph shall not apply

25  to timeshare condominium associations. Notwithstanding the

26  provisions of this subparagraph, an election is not required

27  unless more candidates file notices of intent to run or are

28  nominated than board vacancies exist.

29         4.  Any approval by unit owners called for by this

30  chapter or the applicable declaration or bylaws, including,

31  but not limited to, the approval requirement in s. 718.111(8),

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 1  shall be made at a duly noticed meeting of unit owners and

 2  shall be subject to all requirements of this chapter or the

 3  applicable condominium documents relating to unit owner

 4  decisionmaking, except that unit owners may take action by

 5  written agreement, without meetings, on matters for which

 6  action by written agreement without meetings is expressly

 7  allowed by the applicable bylaws or declaration or any statute

 8  that provides for such action.

 9         5.  Unit owners may waive notice of specific meetings

10  if allowed by the applicable bylaws or declaration or any

11  statute. Unit owners may consent to receiving notice of board,

12  committee, and membership meetings by electronic transmission

13  if the bylaws provide a method for giving notice by electronic

14  transmission.

15         6.  Unit owners shall have the right to participate in

16  meetings of unit owners with reference to all designated

17  agenda items. However, the association may adopt reasonable

18  rules governing the frequency, duration, and manner of unit

19  owner participation.

20         7.  Any unit owner may tape record or videotape a

21  meeting of the unit owners subject to reasonable rules adopted

22  by the division.

23         8.  Unless otherwise provided in the bylaws, any

24  vacancy occurring on the board before the expiration of a term

25  may be filled by the affirmative vote of the majority of the

26  remaining directors, even if the remaining directors

27  constitute less than a quorum, or by the sole remaining

28  director. In the alternative, a board may hold an election to

29  fill the vacancy, in which case the election procedures must

30  conform to the requirements of subparagraph 3. unless the

31  association has opted out of the statutory election process,

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 1  in which case the bylaws of the association control. Unless

 2  otherwise provided in the bylaws, a board member appointed or

 3  elected under this section shall fill the vacancy for the

 4  unexpired term of the seat being filled. Filling vacancies

 5  created by recall is governed by paragraph (j) and rules

 6  adopted by the division.

 7  

 8  Notwithstanding subparagraphs (b)2. and (d)3., an association

 9  may, by the affirmative vote of a majority of the total voting

10  interests, provide for different voting and election

11  procedures in its bylaws, which vote may be by a proxy

12  specifically delineating the different voting and election

13  procedures. The different voting and election procedures may

14  provide for elections to be conducted by limited or general

15  proxy.

16         (e)  Budget meeting.--

17         1.  Any meeting at which a proposed annual budget of an

18  association will be considered by the board or unit owners

19  shall be open to all unit owners. At least 14 days prior to

20  such a meeting, the board shall hand deliver to each unit

21  owner, or mail to each unit owner at the address last

22  furnished to the association by the unit owner, or

23  electronically transmit to the location furnished by the unit

24  owner for that purpose a notice of such meeting and a copy of

25  the proposed annual budget. An officer or manager of the

26  association, or other person providing notice of such meeting,

27  shall execute an affidavit evidencing compliance with such

28  notice requirement, and such affidavit shall be filed among

29  the official records of the association.

30         2.a.  If a board adopts in any fiscal year an annual

31  budget which requires assessments against unit owners which

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 1  exceed 115 percent of assessments for the preceding fiscal

 2  year, the board shall conduct a special meeting of the unit

 3  owners to consider a substitute budget if the board receives,

 4  within 21 days after adoption of the annual budget, a written

 5  request for a special meeting from at least 10 percent of all

 6  voting interests.  The special meeting shall be conducted

 7  within 60 days after adoption of the annual budget.  At least

 8  14 days prior to such special meeting, the board shall hand

 9  deliver to each unit owner, or mail to each unit owner at the

10  address last furnished to the association, a notice of the

11  meeting. An officer or manager of the association, or other

12  person providing notice of such meeting shall execute an

13  affidavit evidencing compliance with this notice requirement,

14  and such affidavit shall be filed among the official records

15  of the association.  Unit owners may consider and adopt a

16  substitute budget at the special meeting. A substitute budget

17  is adopted if approved by a majority of all voting interests

18  unless the bylaws require adoption by a greater percentage of

19  voting interests.  If there is not a quorum at the special

20  meeting or a substitute budget is not adopted, the annual

21  budget previously adopted by the board shall take effect as

22  scheduled.

23         b.  Any determination of whether assessments exceed 115

24  percent of assessments for the prior fiscal year shall exclude

25  any authorized provision for reasonable reserves for repair or

26  replacement of the condominium property, anticipated expenses

27  of the association which the board does not expect to be

28  incurred on a regular or annual basis, or assessments for

29  betterments to the condominium property.

30         c.  If the developer controls the board, assessments

31  shall not exceed 115 percent of assessments for the prior

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 1  fiscal year unless approved by a majority of all voting

 2  interests.

 3         (j)  Recall of board members.--Subject to the

 4  provisions of s. 718.301, any member of the board of

 5  administration may be recalled and removed from office with or

 6  without cause by the vote or agreement in writing by a

 7  majority of all the voting interests. A special meeting of the

 8  unit owners to recall a member or members of the board of

 9  administration may be called by 10 percent of the voting

10  interests giving notice of the meeting as required for a

11  meeting of unit owners, and the notice shall state the purpose

12  of the meeting. Electronic transmission may not be used as a

13  method of giving notice of a meeting called in whole or in

14  part for this purpose.

15         1.  If the recall is approved by a majority of all

16  voting interests by a vote at a meeting, the recall will be

17  effective as provided herein. The board shall duly notice and

18  hold a board meeting within 5 full business days of the

19  adjournment of the unit owner meeting to recall one or more

20  board members. At the meeting, the board shall either certify

21  the recall, in which case such member or members shall be

22  recalled effective immediately and shall turn over to the

23  board within 5 full business days any and all records and

24  property of the association in their possession, or shall

25  proceed as set forth in subparagraph 3.

26         2.  If the proposed recall is by an agreement in

27  writing by a majority of all voting interests, the agreement

28  in writing or a copy thereof shall be served on the

29  association by certified mail or by personal service in the

30  manner authorized by chapter 48 and the Florida Rules of Civil

31  Procedure. The board of administration shall duly notice and

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 1  hold a meeting of the board within 5 full business days after

 2  receipt of the agreement in writing. At the meeting, the board

 3  shall either certify the written agreement to recall a member

 4  or members of the board, in which case such member or members

 5  shall be recalled effective immediately and shall turn over to

 6  the board within 5 full business days any and all records and

 7  property of the association in their possession, or proceed as

 8  described in subparagraph 3.

 9         3.  If the board determines not to certify the written

10  agreement to recall a member or members of the board, or does

11  not certify the recall by a vote at a meeting, the board

12  shall, within 5 full business days after the meeting, file

13  with the division a petition for arbitration pursuant to the

14  procedures in s. 718.1255. For the purposes of this section,

15  the unit owners who voted at the meeting or who executed the

16  agreement in writing shall constitute one party under the

17  petition for arbitration. If the arbitrator certifies the

18  recall as to any member or members of the board, the recall

19  will be effective upon mailing of the final order of

20  arbitration to the association. If the association fails to

21  comply with the order of the arbitrator, the division may take

22  action pursuant to s. 718.501. Any member or members so

23  recalled shall deliver to the board any and all records of the

24  association in their possession within 5 full business days of

25  the effective date of the recall.

26         4.  If the board fails to duly notice and hold a board

27  meeting within 5 full business days of service of an agreement

28  in writing or within 5 full business days of the adjournment

29  of the unit owner recall meeting, the recall shall be deemed

30  effective and the board members so recalled shall immediately

31  

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 1  turn over to the board any and all records and property of the

 2  association.

 3         5.  If a vacancy occurs on the board as a result of a

 4  recall and less than a majority of the board members are

 5  removed, the vacancy may be filled by the affirmative vote of

 6  a majority of the remaining directors, notwithstanding any

 7  provision to the contrary contained in this subsection. If

 8  vacancies occur on the board as a result of a recall and a

 9  majority or more of the board members are removed, the

10  vacancies shall be filled in accordance with procedural rules

11  to be adopted by the division, which rules need not be

12  consistent with this subsection. The rules must provide

13  procedures governing the conduct of the recall election as

14  well as the operation of the association during the period

15  after a recall but prior to the recall election.

16         (3)  OPTIONAL PROVISIONS.--The bylaws as originally

17  recorded or as amended under the procedures provided therein

18  may provide for the following:

19         (a)  A method of adopting and amending administrative

20  rules and regulations governing the details of the operation

21  and use of the common elements.

22         (b)  Restrictions on and requirements for the use,

23  maintenance, and appearance of the units and the use of the

24  common elements.

25         (c)  Provisions for giving notice by electronic

26  transmission in a manner authorized by law of meetings of the

27  board of directors and committees and of annual and special

28  meetings of the members.

29         (d)(c)  Other provisions which are not inconsistent

30  with this chapter or with the declaration, as may be desired.

31  

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 1         Section 5.  Paragraph (a) of subsection (2) of section

 2  719.104, Florida Statutes, is amended to read:

 3         719.104  Cooperatives; access to units; records;

 4  financial reports; assessments; purchase of leases.--

 5         (2)  OFFICIAL RECORDS.--

 6         (a)  From the inception of the association, the

 7  association shall maintain a copy of each of the following,

 8  where applicable, which shall constitute the official records

 9  of the association:

10         1.  The plans, permits, warranties, and other items

11  provided by the developer pursuant to s. 719.301(4).

12         2.  A photocopy of the cooperative documents.

13         3.  A copy of the current rules of the association.

14         4.  A book or books containing the minutes of all

15  meetings of the association, of the board of directors, and of

16  the unit owners, which minutes shall be retained for a period

17  of not less than 7 years.

18         5.  A current roster of all unit owners and their

19  postal and electronic mailing addresses, unit identifications,

20  voting certifications, and, if known, telephone numbers. Upon

21  the request of the unit owner in writing, the electronic mail

22  address and the number designated by the unit owner for

23  receiving electronic transmission of notices shall not be

24  included in the official records of the association. However,

25  the association is not liable for an erroneous disclosure of

26  the electronic mail address or the number for receiving

27  electronic transmission of notices.

28         6.  All current insurance policies of the association.

29         7.  A current copy of any management agreement, lease,

30  or other contract to which the association is a party or under

31  

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 1  which the association or the unit owners have an obligation or

 2  responsibility.

 3         8.  Bills of sale or transfer for all property owned by

 4  the association.

 5         9.  Accounting records for the association and separate

 6  accounting records for each unit it operates, according to

 7  good accounting practices. All accounting records shall be

 8  maintained for a period of not less than 7 years. The

 9  accounting records shall include, but not be limited to:

10         a.  Accurate, itemized, and detailed records of all

11  receipts and expenditures.

12         b.  A current account and a monthly, bimonthly, or

13  quarterly statement of the account for each unit designating

14  the name of the unit owner, the due date and amount of each

15  assessment, the amount paid upon the account, and the balance

16  due.

17         c.  All audits, reviews, accounting statements, and

18  financial reports of the association.

19         d.  All contracts for work to be performed.  Bids for

20  work to be performed shall also be considered official records

21  and shall be maintained for a period of 1 year.

22         10.  Ballots, sign-in sheets, voting proxies, and all

23  other papers relating to voting by unit owners, which shall be

24  maintained for a period of 1 year after the date of the

25  election, vote, or meeting to which the document relates.

26         11.  All rental records where the association is acting

27  as agent for the rental of units.

28         12.  A copy of the current question and answer sheet as

29  described in s. 719.504.

30  

31  

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 1         13.  All other records of the association not

 2  specifically included in the foregoing which are related to

 3  the operation of the association.

 4         Section 6.  Paragraphs (b), (c), (d), (e), and (f) of

 5  subsection (1) and subsection (2) of section 719.106, Florida

 6  Statutes, are amended to read:

 7         719.106  Bylaws; cooperative ownership.--

 8         (1)  MANDATORY PROVISIONS.--The bylaws or other

 9  cooperative documents shall provide for the following, and if

10  they do not, they shall be deemed to include the following:

11         (b)  Quorum; voting requirements; proxies.--

12         1.  Unless otherwise provided in the bylaws, the

13  percentage of voting interests required to constitute a quorum

14  at a meeting of the members shall be a majority of voting

15  interests, and decisions shall be made by owners of a majority

16  of the voting interests. Unless otherwise provided in this

17  chapter, or in the articles of incorporation, bylaws, or other

18  cooperative documents, and except as provided in subparagraph

19  (d)1., decisions shall be made by owners of a majority of the

20  voting interests represented at a meeting at which a quorum is

21  present.

22         2.  Except as specifically otherwise provided herein,

23  after January 1, 1992, unit owners may not vote by general

24  proxy, but may vote by limited proxies substantially

25  conforming to a limited proxy form adopted by the division.

26  Limited proxies and general proxies may be used to establish a

27  quorum.  Limited proxies shall be used for votes taken to

28  waive or reduce reserves in accordance with subparagraph

29  (j)2., for votes taken to waive the financial reporting

30  requirements of s. 719.104(4), for votes taken to amend the

31  articles of incorporation or bylaws pursuant to this section,

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 1  and for any other matter for which this chapter requires or

 2  permits a vote of the unit owners.  Except as provided in

 3  paragraph (d), after January 1, 1992, no proxy, limited or

 4  general, shall be used in the election of board members.

 5  General proxies may be used for other matters for which

 6  limited proxies are not required, and may also be used in

 7  voting for nonsubstantive changes to items for which a limited

 8  proxy is required and given. Notwithstanding the provisions of

 9  this section, unit owners may vote in person at unit owner

10  meetings. Nothing contained herein shall limit the use of

11  general proxies or require the use of limited proxies or

12  require the use of limited proxies for any agenda item or

13  election at any meeting of a timeshare cooperative.

14         3.  Any proxy given shall be effective only for the

15  specific meeting for which originally given and any lawfully

16  adjourned meetings thereof.  In no event shall any proxy be

17  valid for a period longer than 90 days after the date of the

18  first meeting for which it was given.  Every proxy shall be

19  revocable at any time at the pleasure of the unit owner

20  executing it.

21         4.  A member of the board of administration or a

22  committee may submit in writing his or her agreement or

23  disagreement with any action taken at a meeting that the

24  member did not attend. This agreement or disagreement may not

25  be used as a vote for or against the action taken and may not

26  be used for the purposes of creating a quorum.

27         5.  When some or all of the board or committee members

28  meet by telephone conference, those board or committee members

29  attending by telephone conference may be counted toward

30  obtaining a quorum and may vote by telephone. A telephone

31  speaker shall be utilized so that the conversation of those

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 1  board or committee members attending by telephone may be heard

 2  by the board or committee members attending in person, as well

 3  as by unit owners present at a meeting.

 4         (c)  Board of administration meetings.--Meetings of the

 5  board of administration at which a quorum of the members is

 6  present shall be open to all unit owners.  Any unit owner may

 7  tape record or videotape meetings of the board of

 8  administration.  The right to attend such meetings includes

 9  the right to speak at such meetings with reference to all

10  designated agenda items.  The division shall adopt reasonable

11  rules governing the tape recording and videotaping of the

12  meeting.  The association may adopt reasonable written rules

13  governing the frequency, duration, and manner of unit owner

14  statements. Adequate notice of all meetings shall be posted in

15  a conspicuous place upon the cooperative property at least 48

16  continuous hours preceding the meeting, except in an

17  emergency.  Any item not included on the notice may be taken

18  up on an emergency basis by at least a majority plus one of

19  the members of the board. Such emergency action shall be

20  noticed and ratified at the next regular meeting of the board.

21  However, written notice of any meeting at which nonemergency

22  special assessments, or at which amendment to rules regarding

23  unit use, will be considered shall be mailed, or delivered, or

24  electronically transmitted to the unit owners and posted

25  conspicuously on the cooperative property not less than 14

26  days prior to the meeting. Evidence of compliance with this

27  14-day notice shall be made by an affidavit executed by the

28  person providing the notice and filed among the official

29  records of the association.  Upon notice to the unit owners,

30  the board shall by duly adopted rule designate a specific

31  location on the cooperative property upon which all notices of

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 1  board meetings shall be posted. In lieu of or in addition to

 2  the physical posting of notice of any meeting of the board of

 3  administration on the cooperative property, the association

 4  may, by reasonable rule, adopt a procedure for conspicuously

 5  posting and repeatedly broadcasting the notice and the agenda

 6  on a closed-circuit cable television system serving the

 7  cooperative association. However, if broadcast notice is used

 8  in lieu of a notice posted physically on the cooperative

 9  property, the notice and agenda must be broadcast at least

10  four times every broadcast hour of each day that a posted

11  notice is otherwise required under this section. When

12  broadcast notice is provided, the notice and agenda must be

13  broadcast in a manner and for a sufficient continuous length

14  of time so as to allow an average reader to observe the notice

15  and read and comprehend the entire content of the notice and

16  the agenda. Notice of any meeting in which regular assessments

17  against unit owners are to be considered for any reason shall

18  specifically contain a statement that assessments will be

19  considered and the nature of any such assessments. Meetings of

20  a committee to take final action on behalf of the board or to

21  make recommendations to the board regarding the association

22  budget are subject to the provisions of this paragraph.

23  Meetings of a committee that does not take final action on

24  behalf of the board or make recommendations to the board

25  regarding the association budget are subject to the provisions

26  of this section, unless those meetings are exempted from this

27  section by the bylaws of the association. Notwithstanding any

28  other law to the contrary, the requirement that board meetings

29  and committee meetings be open to the unit owners is

30  inapplicable to meetings between the board or a committee and

31  the association's attorney, with respect to proposed or

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 1  pending litigation, when the meeting is held for the purpose

 2  of seeking or rendering legal advice.

 3         (d)  Shareholder meetings.--There shall be an annual

 4  meeting of the shareholders.  All members of the board of

 5  administration shall be elected at the annual meeting unless

 6  the bylaws provide for staggered election terms or for their

 7  election at another meeting. Any unit owner desiring to be a

 8  candidate for board membership shall comply with subparagraph

 9  1.  The bylaws shall provide the method for calling meetings,

10  including annual meetings. Written notice, which notice shall

11  incorporate an identification of agenda items, shall be given

12  to each unit owner at least 14 days prior to the annual

13  meeting and shall be posted in a conspicuous place on the

14  cooperative property at least 14 continuous days preceding the

15  annual meeting.  Upon notice to the unit owners, the board

16  shall by duly adopted rule designate a specific location on

17  the cooperative property upon which all notice of unit owner

18  meetings shall be posted. In lieu of or in addition to the

19  physical posting of notice of any meeting of the shareholders

20  on the cooperative property, the association may, by

21  reasonable rule, adopt a procedure for conspicuously posting

22  and repeatedly broadcasting the notice and the agenda on a

23  closed-circuit cable television system serving the cooperative

24  association. However, if broadcast notice is used in lieu of a

25  notice posted physically on the cooperative property, the

26  notice and agenda must be broadcast at least four times every

27  broadcast hour of each day that a posted notice is otherwise

28  required under this section. When broadcast notice is

29  provided, the notice and agenda must be broadcast in a manner

30  and for a sufficient continuous length of time so as to allow

31  an average reader to observe the notice and read and

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 1  comprehend the entire content of the notice and the agenda.

 2  Unless a unit owner waives in writing the right to receive

 3  notice of the annual meeting, the notice of the annual meeting

 4  shall be sent by mail, hand delivered, or electronically

 5  transmitted to each unit owner.  An officer of the association

 6  shall provide an affidavit or United States Postal Service

 7  certificate of mailing, to be included in the official records

 8  of the association, affirming that notices of the association

 9  meeting were mailed, or hand delivered, or electronically

10  transmitted, in accordance with this provision, to each unit

11  owner at the address last furnished to the association.

12         1.  After January 1, 1992, the board of administration

13  shall be elected by written ballot or voting machine.  Proxies

14  shall in no event be used in electing the board of

15  administration, either in general elections or elections to

16  fill vacancies caused by recall, resignation, or otherwise

17  unless otherwise provided in this chapter.  Not less than 60

18  days before a scheduled election, the association shall mail,

19  or deliver, or transmit, whether by separate association

20  mailing, delivery, or electronic transmission or included in

21  another association mailing, or delivery, or electronic

22  transmission, including regularly published newsletters, to

23  each unit owner entitled to vote, a first notice of the date

24  of the election. Any unit owner or other eligible person

25  desiring to be a candidate for the board of administration

26  shall give written notice to the association not less than 40

27  days before a scheduled election. Together with the written

28  notice and agenda as set forth in this section, the

29  association shall mail, deliver, or electronically transmit a

30  second notice of election to all unit owners entitled to vote

31  therein, together with a ballot which shall list all

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 1  candidates. Upon request of a candidate, the association shall

 2  include an information sheet, no larger than 8 1/2  inches by

 3  11 inches, which must be furnished by the candidate not less

 4  than 35 days prior to the election, to be included with the

 5  mailing, delivery, or electronic transmission of the ballot,

 6  with the costs of mailing, or delivery, or transmission and

 7  copying to be borne by the association. The association has no

 8  liability for the contents of the information sheets provided

 9  by the candidates. In order to reduce costs, the association

10  may print or duplicate the information sheets on both sides of

11  the paper. The division shall by rule establish voting

12  procedures consistent with the provisions contained herein,

13  including rules providing for giving notice by electronic

14  transmission in a manner authorized by law of meetings of the

15  board of directors and committees and of annual and special

16  meetings of the members and for the secrecy of ballots.

17  Elections shall be decided by a plurality of those ballots

18  cast. There shall be no quorum requirement. However, at least

19  20 percent of the eligible voters must cast a ballot in order

20  to have a valid election of members of the board of

21  administration.  No unit owner shall permit any other person

22  to vote his or her ballot, and any such ballots improperly

23  cast shall be deemed invalid.  A unit owner who needs

24  assistance in casting the ballot for the reasons stated in s.

25  101.051 may obtain assistance in casting the ballot. Any unit

26  owner violating this provision may be fined by the association

27  in accordance with s. 719.303. The regular election shall

28  occur on the date of the annual meeting. The provisions of

29  this subparagraph shall not apply to timeshare cooperatives.

30  Notwithstanding the provisions of this subparagraph, an

31  election and balloting are not required unless more candidates

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 1  file a notice of intent to run or are nominated than vacancies

 2  exist on the board.

 3         2.  Any approval by unit owners called for by this

 4  chapter, or the applicable cooperative documents, shall be

 5  made at a duly noticed meeting of unit owners and shall be

 6  subject to all requirements of this chapter or the applicable

 7  cooperative documents relating to unit owner decisionmaking,

 8  except that unit owners may take action by written agreement,

 9  without meetings, on matters for which action by written

10  agreement without meetings is expressly allowed by the

11  applicable cooperative documents or any Florida statute which

12  provides for the unit owner action.

13         3.  Unit owners may waive notice of specific meetings

14  if allowed by the applicable cooperative documents or any

15  Florida statute. Unit owners may consent to receiving notice

16  of board, committee, and membership meetings by electronic

17  transmission if the bylaws provide a method for giving notice

18  by electronic transmission.

19         4.  Unit owners shall have the right to participate in

20  meetings of unit owners with reference to all designated

21  agenda items.  However, the association may adopt reasonable

22  rules governing the frequency, duration, and manner of unit

23  owner participation.

24         5.  Any unit owner may tape record or videotape

25  meetings of the unit owners subject to reasonable rules

26  adopted by the division.

27  

28  Notwithstanding subparagraphs (b)2. and (d)1., an association

29  may, by the affirmative vote of a majority of the total voting

30  interests, provide for a different voting and election

31  procedure in its bylaws, which vote may be by a proxy

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 1  specifically delineating the different voting and election

 2  procedures. The different voting and election procedures may

 3  provide for elections to be conducted by limited or general

 4  proxy.

 5         (e)  Budget procedures.--

 6         1.  The board of administration shall mail, or hand

 7  deliver, or electronically transmit to each unit owner at the

 8  address last furnished to the association, a meeting notice

 9  and copies of the proposed annual budget of common expenses to

10  the unit owners not less than 14 days prior to the meeting at

11  which the budget will be considered. Evidence of compliance

12  with this 14-day notice must be made by an affidavit executed

13  by an officer of the association or the manager or other

14  person providing notice of the meeting and filed among the

15  official records of the association. The meeting must be open

16  to the unit owners.

17         2.  If an adopted budget requires assessment against

18  the unit owners in any fiscal or calendar year which exceeds

19  115 percent of the assessments for the preceding year, the

20  board upon written application of 10 percent of the voting

21  interests to the board, shall call a special meeting of the

22  unit owners within 30 days, upon not less than 10 days'

23  written notice to each unit owner.  At the special meeting,

24  unit owners shall consider and enact a budget. Unless the

25  bylaws require a larger vote, the adoption of the budget

26  requires a vote of not less than a majority of all the voting

27  interests.

28         3.  The board of administration may, in any event,

29  propose a budget to the unit owners at a meeting of members or

30  by writing, and if the budget or proposed budget is approved

31  by the unit owners at the meeting or by a majority of all

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    Florida Senate - 2003                                   SB 592
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 1  voting interests in writing, the budget is adopted.  If a

 2  meeting of the unit owners has been called and a quorum is not

 3  attained or a substitute budget is not adopted by the unit

 4  owners, the budget adopted by the board of directors goes into

 5  effect as scheduled.

 6         4.  In determining whether assessments exceed 115

 7  percent of similar assessments for prior years, any authorized

 8  provisions for reasonable reserves for repair or replacement

 9  of cooperative property, anticipated expenses by the

10  association which are not anticipated to be incurred on a

11  regular or annual basis, or assessments for betterments to the

12  cooperative property must be excluded from computation.

13  However, as long as the developer is in control of the board

14  of administration, the board may not impose an assessment for

15  any year greater than 115 percent of the prior fiscal or

16  calendar year's assessment without approval of a majority of

17  all voting interests.

18         (f)  Recall of board members.--Subject to the

19  provisions of s. 719.301, any member of the board of

20  administration may be recalled and removed from office with or

21  without cause by the vote or agreement in writing by a

22  majority of all the voting interests. A special meeting of the

23  voting interests to recall any member of the board of

24  administration may be called by 10 percent of the unit owners

25  giving notice of the meeting as required for a meeting of unit

26  owners, and the notice shall state the purpose of the meeting.

27  Electronic transmission may not be used as a method of giving

28  notice of a meeting called in whole or in part for this

29  purpose.

30         1.  If the recall is approved by a majority of all

31  voting interests by a vote at a meeting, the recall shall be

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    Florida Senate - 2003                                   SB 592
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 1  effective as provided herein. The board shall duly notice and

 2  hold a board meeting within 5 full business days of the

 3  adjournment of the unit owner meeting to recall one or more

 4  board members. At the meeting, the board shall either certify

 5  the recall, in which case such member or members shall be

 6  recalled effective immediately and shall turn over to the

 7  board within 5 full business days any and all records and

 8  property of the association in their possession, or shall

 9  proceed as set forth in subparagraph 3.

10         2.  If the proposed recall is by an agreement in

11  writing by a majority of all voting interests, the agreement

12  in writing or a copy thereof shall be served on the

13  association by certified mail or by personal service in the

14  manner authorized by chapter 48 and the Florida Rules of Civil

15  Procedure. The board of administration shall duly notice and

16  hold a meeting of the board within 5 full business days after

17  receipt of the agreement in writing. At the meeting, the board

18  shall either certify the written agreement to recall members

19  of the board, in which case such members shall be recalled

20  effective immediately and shall turn over to the board, within

21  5 full business days, any and all records and property of the

22  association in their possession, or proceed as described in

23  subparagraph 3.

24         3.  If the board determines not to certify the written

25  agreement to recall members of the board, or does not certify

26  the recall by a vote at a meeting, the board shall, within 5

27  full business days after the board meeting, file with the

28  division a petition for binding arbitration pursuant to the

29  procedures of s. 719.1255. For purposes of this paragraph, the

30  unit owners who voted at the meeting or who executed the

31  agreement in writing shall constitute one party under the

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    Florida Senate - 2003                                   SB 592
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 1  petition for arbitration. If the arbitrator certifies the

 2  recall as to any member of the board, the recall shall be

 3  effective upon mailing of the final order of arbitration to

 4  the association. If the association fails to comply with the

 5  order of the arbitrator, the division may take action pursuant

 6  to s. 719.501. Any member so recalled shall deliver to the

 7  board any and all records and property of the association in

 8  the member's possession within 5 full business days of the

 9  effective date of the recall.

10         4.  If the board fails to duly notice and hold a board

11  meeting within 5 full business days of service of an agreement

12  in writing or within 5 full business days of the adjournment

13  of the unit owner recall meeting, the recall shall be deemed

14  effective and the board members so recalled shall immediately

15  turn over to the board any and all records and property of the

16  association.

17         5.  If a vacancy occurs on the board as a result of a

18  recall and less than a majority of the board members are

19  removed, the vacancy may be filled by the affirmative vote of

20  a majority of the remaining directors, notwithstanding any

21  provision to the contrary contained in this chapter. If

22  vacancies occur on the board as a result of a recall and a

23  majority or more of the board members are removed, the

24  vacancies shall be filled in accordance with procedural rules

25  to be adopted by the division, which rules need not be

26  consistent with this chapter. The rules must provide

27  procedures governing the conduct of the recall election as

28  well as the operation of the association during the period

29  after a recall but prior to the recall election.

30         (2)  OPTIONAL PROVISIONS.--The bylaws may provide for

31  the following:

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 1         (a)  Administrative rules.--A method of adopting and of

 2  amending administrative rules and regulations governing the

 3  details of the operation and use of the common areas.

 4         (b)  Use and maintenance restrictions.--Restrictions

 5  on, and requirements for, the use, maintenance, and appearance

 6  of the units and the use of the common areas, not inconsistent

 7  with the cooperative documents, designed to prevent

 8  unreasonable interference with the use of the units and common

 9  areas.

10         (c)  Notice of meetings.--Provisions for giving notice

11  by electronic transmissions in a manner authorized by law of

12  meetings of the board of directors and committees and of

13  annual and special meetings of the members.

14         (d)(c)  Other matters.--Other provisions not

15  inconsistent with this chapter or with the cooperative

16  documents as may be desired.

17         Section 7.  Subsection (1) of section 720.302, Florida

18  Statutes, is amended, and subsection (5) is added to that

19  section to read:

20         720.302  Purposes, scope, and application.--

21         (1)  The purposes of ss. 720.301-720.312 are to give

22  statutory recognition to corporations not for profit that

23  operate residential communities in this state, to provide

24  procedures for operating homeowners' associations, and to

25  protect the rights of association members without unduly

26  impairing the ability of such associations to perform their

27  functions.

28         (5)  Unless expressly stated to the contrary,

29  corporations not for profit that operate residential

30  homeowners' associations in this state shall be governed by

31  

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    Florida Senate - 2003                                   SB 592
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 1  and subject to chapter 617. This subsection is intended to

 2  clarify existing law.

 3         Section 8.  Subsection (2) and paragraph (g) of

 4  subsection (4) of section 720.303, Florida Statutes, are

 5  amended to read:

 6         720.303  Association powers and duties; meetings of

 7  board; official records; budgets; financial reporting.--

 8         (2)  BOARD MEETINGS.--A meeting of the board of

 9  directors of an association occurs whenever a quorum of the

10  board gathers to conduct association business.  All meetings

11  of the board must be open to all members except for meetings

12  between the board and its attorney with respect to proposed or

13  pending litigation where the contents of the discussion would

14  otherwise be governed by the attorney-client privilege.

15  Notices of all board meetings must be posted in a conspicuous

16  place in the community at least 48 hours in advance of a

17  meeting, except in an emergency.  In the alternative, if

18  notice is not posted in a conspicuous place in the community,

19  notice of each board meeting must be mailed or delivered to

20  each member at least 7 days before the meeting, except in an

21  emergency. Notwithstanding this general notice requirement,

22  for communities with more than 100 members, the bylaws may

23  provide for a reasonable alternative to posting or mailing of

24  notice for each board meeting, including publication of

25  notice, or provision of a schedule of board meetings, or the

26  conspicuous posting and repeated broadcasting of the notice on

27  a closed-circuit cable television system serving the

28  homeowners association. However, if broadcast notice is used

29  in lieu of a notice posted physically in the community, the

30  notice must be broadcast at least four times every broadcast

31  hour of each day that a posted notice is otherwise required.

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 1  When broadcast notice is provided, the notice and agenda must

 2  be broadcast in a manner and for a sufficient continuous

 3  length of time so as to allow an average reader to observe the

 4  notice and read and comprehend the entire content of the

 5  notice and the agenda. The bylaws or amended bylaws may

 6  provide for giving notice by electronic transmission in a

 7  manner authorized by law for meetings of the board of

 8  directors, committee meetings requiring notice under this

 9  section, and annual and special meetings of the members;

10  however, a member must consent in writing to receiving notice

11  by electronic transmission.  An assessment may not be levied

12  at a board meeting unless the notice of the meeting includes a

13  statement that assessments will be considered and the nature

14  of the assessments. Directors may not vote by proxy or by

15  secret ballot at board meetings, except that secret ballots

16  may be used in the election of officers.  This subsection also

17  applies to the meetings of any committee or other similar

18  body, when a final decision will be made regarding the

19  expenditure of association funds, and to any body vested with

20  the power to approve or disapprove architectural decisions

21  with respect to a specific parcel of residential property

22  owned by a member of the community.

23         (4)  OFFICIAL RECORDS.--The association shall maintain

24  each of the following items, when applicable, which constitute

25  the official records of the association:

26         (g)  A current roster of all members and their postal

27  and electronic mailing addresses and parcel identifications.

28  Upon the request of a member in writing, the electronic mail

29  address and the number designated by the member for receiving

30  electronic transmission of notices shall not be included in

31  the official records of the association. However, the

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    Florida Senate - 2003                                   SB 592
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 1  association is not liable for an erroneous disclosure of the

 2  electronic mail address or the number for receiving electronic

 3  transmission of notices.

 4         Section 9.  This act shall take effect upon becoming a

 5  law.

 6  

 7            *****************************************

 8                          SENATE SUMMARY

 9    Authorizes corporations not for profit, condominium
      associations, cooperative associations, and homeowners'
10    associations to transmit notice to members and unit
      owners by electronic transmission. Provides for the legal
11    effect of a notice sent electronically. Provides for
      certain notices to be broadcast via a closed-circuit
12    television system. Specifies that an association is not
      liable for erroneously disclosing certain address
13    information of a unit owner or member. (See bill for
      details.)
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