December 10, 2018
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Senate Bill 0592

Senate Bill sb0592c1

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    Florida Senate - 2003                            CS for SB 592

    By the Committee on Commerce, Economic Opportunities, and
    Consumer Services; and Senator Geller




    310-1896-03

  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 s. 718.116, F.S.;

27         authorizing the association to charge a fee for

28         preparation of the certificate of assessments

29         and other moneys due; amending ss. 719.104 and

30         719.106, F.S.; providing for a cooperative

31         association to transmit electronic notices to

                                  1

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    Florida Senate - 2003                            CS for SB 592
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 1         unit owners; providing that the association is

 2         not liable for erroneously disclosing certain

 3         address information; revising requirements for

 4         use of proxies for voting; authorizing the

 5         association to broadcast notice via a

 6         closed-circuit television system; prohibiting

 7         notice by electronic transmission for a recall

 8         of board members; providing for association

 9         bylaws to authorize the electronic transmission

10         of notices; amending s. 719.108, F.S.;

11         authorizing the association to charge a fee for

12         preparation of the certificate of assessments

13         and other moneys due; amending s. 720.302,

14         F.S.; clarifying that corporations not for

15         profit that operate residential homeowners'

16         associations are subject to the Florida Not For

17         Profit Corporation Act; amending s. 720.303,

18         F.S.; authorizing a homeowners' association to

19         broadcast notice via a closed-circuit

20         television system; providing that the

21         association is not liable for erroneously

22         disclosing certain address information;

23         providing an effective date.

24  

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

26  

27         Section 1.  Section 617.01401, Florida Statutes, is

28  amended to read:

29         617.01401  Definitions.--As used in this act, unless

30  the context otherwise requires, the term:

31  

                                  2

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    Florida Senate - 2003                            CS for SB 592
    310-1896-03




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

 2  amended, and restated articles of incorporation, articles of

 3  consolidation, and articles of merger, and all amendments

 4  thereto, including documents designated by the laws of this

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

 6  documents equivalent to articles of incorporation in the

 7  jurisdiction of incorporation.

 8         (2)  "Board of directors" means the group of persons

 9  vested with the management of the affairs of the corporation

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

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

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

13  for the regulation or management of the affairs of the

14  corporation irrespective of the name or names by which such

15  rules are designated.

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

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

18  act, except a foreign corporation.

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

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

21  its members, directors, or officers.

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

23  communication, not directly involving the physical

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

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

26  thereof and which may be directly reproduced in a

27  comprehensible and legible paper form by such recipient

28  through an automated process. Examples of electronic

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

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

31  electronic mail between computers.

                                  3

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    Florida Senate - 2003                            CS for SB 592
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 1         (7)(6)  "Foreign corporation" means a corporation not

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

 3  state.

 4         (8)(7)  "Insolvent" means the inability of a

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

 6  course of its affairs.

 7         (9)(8)  "Mail" means the United States mail, facsimile

 8  transmissions, and private mail carriers handling nationwide

 9  mail services.

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

11  a corporation in accordance with the provisions of its

12  articles of incorporation or bylaws or the provisions of this

13  act.

14         (11)(10)  "Person" includes individual and entity.

15         Section 2.  Section 617.0141, Florida Statutes, is

16  amended to read:

17         617.0141  Notice.--

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

19  oral notice is:

20         (a)  Expressly authorized by the articles of

21  incorporation or the bylaws; and

22         (b)  Reasonable under the circumstances.

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

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

25  other form of electronic transmission communication; or by

26  mail.

27         (3)  Written notice by a domestic or foreign

28  corporation authorized to conduct its affairs in this state to

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

30  

31  

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    Florida Senate - 2003                            CS for SB 592
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 1         (a)  When mailed, if mailed postpaid and correctly

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

 3  current record of members;.

 4         (b)  When actually transmitted by facsimile

 5  telecommunication, if correctly directed to a number at which

 6  the member has consented to receive notice;

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

 8  correctly directed to an electronic mail address at which the

 9  member has consented to receive notice;

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

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

12         1.  Such correct posting; or

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

14  the fact of such specific posting; or

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

16  any other form of electronic transmission consented to by the

17  member to whom notice is given.

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

19  electronic transmission shall be revocable by the member by

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

21  deemed revoked if:

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

23  transmission two consecutive notices given by the corporation

24  in accordance with such consent; and

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

26  an assistant secretary of the corporation, or other authorized

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

28  inadvertent failure to treat such inability as a revocation

29  does not invalidate any meeting or other action.

30         (5)(4)  Written notice to a domestic or foreign

31  corporation authorized to conduct its affairs in this state

                                  5

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    Florida Senate - 2003                            CS for SB 592
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 1  may be addressed to its registered agent at its registered

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

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

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

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

 6  foreign corporation's application for certificate of

 7  authority.

 8         (6)(5)  Except as provided in subsection (3) or

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

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

11         (a)  When received;

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

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

14  correctly addressed; or

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

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

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

18         (7)(6)  Oral notice is effective when communicated if

19  communicated directly to the person to be notified in a

20  comprehensible manner.

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

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

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

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

25  facie evidence of the facts stated in the notice.

26         (9)(7)  If this act prescribes notice requirements for

27  particular circumstances, those requirements govern.  If

28  articles of incorporation or bylaws prescribe notice

29  requirements not less stringent than the requirements of this

30  section or other provisions of this act, those requirements

31  govern.

                                  6

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    Florida Senate - 2003                            CS for SB 592
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 1         Section 3.  Paragraph (a) of subsection (12) of section

 2  718.111, Florida Statutes, is amended to read:

 3         718.111  The association.--

 4         (12)  OFFICIAL RECORDS.--

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

 6  association shall maintain each of the following items, when

 7  applicable, which shall constitute the official records of the

 8  association:

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

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

11         2.  A photocopy of the recorded declaration of

12  condominium of each condominium operated by the association

13  and of each amendment to each declaration.

14         3.  A photocopy of the recorded bylaws of the

15  association and of each amendment to the bylaws.

16         4.  A certified copy of the articles of incorporation

17  of the association, or other documents creating the

18  association, and of each amendment thereto.

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

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

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

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

23  not less than 7 years.

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

25  postal and electronic mailing addresses, unit identifications,

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

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

28  address and the number designated by the unit owner for

29  receiving electronic transmission of notices shall not be

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

31  the association is not liable for an erroneous disclosure of

                                  7

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 1  the electronic mail address or the number for receiving

 2  electronic transmission of notices.

 3         8.  All current insurance policies of the association

 4  and condominiums operated by the association.

 5         9.  A current copy of any management agreement, lease,

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

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

 8  responsibility.

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

10  by the association.

11         11.  Accounting records for the association and

12  separate accounting records for each condominium which the

13  association operates.  All accounting records shall be

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

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

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

17  receipts and expenditures.

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

19  quarterly statement of the account for each unit designating

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

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

22  due.

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

24  financial reports of the association or condominium.

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

26  work to be performed shall also be considered official records

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

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

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

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

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

                                  8

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    Florida Senate - 2003                            CS for SB 592
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 1         13.  All rental records, when the association is acting

 2  as agent for the rental of condominium units.

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

 4  described by s. 718.504.

 5         15.  All other records of the association not

 6  specifically included in the foregoing which are related to

 7  the operation of the association.

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

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

10  Statutes, are amended to read:

11         718.112  Bylaws.--

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

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

14  include the following:

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

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

17  the percentage of voting interests required to constitute a

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

19  voting interests.  Unless otherwise provided in this chapter

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

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

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

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

24         2.  Except as specifically otherwise provided herein,

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

26  proxy, but may vote by limited proxies substantially

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

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

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

30  waive or reduce reserves in accordance with subparagraph

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

                                  9

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    Florida Senate - 2003                            CS for SB 592
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 1  requirements of s. 718.111(13); for votes taken to amend the

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

 3  the articles of incorporation or bylaws pursuant to this

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

 5  requires or permits a vote of the unit owners.  Except as

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

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

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

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

10  in voting for nonsubstantive changes to items for which a

11  limited proxy is required and given. Notwithstanding the

12  provisions of this subparagraph, unit owners may vote in

13  person at unit owner meetings.  Nothing contained herein shall

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

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

16  timeshare condominium association.

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

18  specific meeting for which originally given and any lawfully

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

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

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

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

23  executing it.

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

25  committee may submit in writing his or her agreement or

26  disagreement with any action taken at a meeting that the

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

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

29  be used for the purposes of creating a quorum.

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

31  telephone conference, those board or committee members

                                  10

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    Florida Senate - 2003                            CS for SB 592
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 1  attending by telephone conference may be counted toward

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

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

 4  or committee members attending by telephone may be heard by

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

 6  by any unit owners present at a meeting.

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

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

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

10  tape record or videotape meetings of the board of

11  administration.  The right to attend such meetings includes

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

13  designated agenda items.  The division shall adopt reasonable

14  rules governing the tape recording and videotaping of the

15  meeting.  The association may adopt written reasonable rules

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

17  statements. Adequate notice of all meetings, which notice

18  shall specifically incorporate an identification of agenda

19  items, shall be posted conspicuously on the condominium

20  property at least 48 continuous hours preceding the meeting

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

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

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

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

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

26  nonemergency special assessments, or at which amendment to

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

28  or delivered, or electronically transmitted to the unit owners

29  and posted conspicuously on the condominium property not less

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

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

                                  11

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    Florida Senate - 2003                            CS for SB 592
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 1  the person providing the notice and filed among the official

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

 3  the board shall by duly adopted rule designate a specific

 4  location on the condominium property or association property

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

 6  there is no condominium property or association property upon

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

 8  be mailed, or delivered, or electronically transmitted at

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

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

11  any meeting of the board of administration on the condominium

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

13  procedure for conspicuously posting and repeatedly

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

15  cable television system serving the condominium association.

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

17  posted physically on the condominium property, the notice and

18  agenda must be broadcast at least four times every broadcast

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

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

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

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

23  reader to observe the notice and read and comprehend the

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

25  meeting in which regular assessments against unit owners are

26  to be considered for any reason shall specifically contain a

27  statement that assessments will be considered and the nature

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

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

30  board regarding the association budget are subject to the

31  provisions of this paragraph. Meetings of a committee that

                                  12

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

 2  recommendations to the board regarding the association budget

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

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

 5  association.  Notwithstanding any other law, the requirement

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

 7  owners is inapplicable to meetings between the board or a

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

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

10  the purpose of seeking or rendering legal advice.

11         (d)  Unit owner meetings.--

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

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

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

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

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

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

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

19  the members of the board, the terms of all members of the

20  board shall expire upon the election of their successors at

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

22  for board membership shall comply with subparagraph 3. A

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

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

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

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

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

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

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

30         2.  The bylaws shall provide the method of calling

31  meetings of unit owners, including annual meetings. Written

                                  13

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

 2  or hand delivered, or electronically transmitted to each unit

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

 4  be posted in a conspicuous place on the condominium property

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

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

 7  rule designate a specific location on the condominium property

 8  or association property upon which all notices of unit owner

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

10  property or association property upon which notices can be

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

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

13  the unit owners on the condominium property, the association

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

15  posting and repeatedly broadcasting the notice and the agenda

16  on a closed-circuit cable television system serving the

17  condominium association. However, if broadcast notice is used

18  in lieu of a notice posted physically on the condominium

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

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

21  notice is otherwise required under this section. When

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

23  broadcast in a manner and for a sufficient continuous length

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

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

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

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

28  hand delivered, or mailed, or electronically transmitted to

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

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

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

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

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

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

 4  the developer initially identifies for that purpose and

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

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

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

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

 9  or the manager or other person providing notice of the

10  association meeting, shall provide an affidavit or United

11  States Postal Service certificate of mailing, to be included

12  in the official records of the association affirming that the

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

14  provision.

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

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

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

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

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

20  than 60 days before a scheduled election, the association

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

22  separate association mailing or included in another

23  association mailing, or delivery, or transmission, including

24  regularly published newsletters, to each unit owner entitled

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

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

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

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

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

30  the association shall mail, or deliver, or electronically

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

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

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

 3  association shall include an information sheet, no larger than

 4  8 1/2  inches by 11 inches, which must be furnished by the

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

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

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

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

 9  association is not liable for the contents of the information

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

11  the association may print or duplicate the information sheets

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

13  establish voting procedures consistent with the provisions

14  contained herein, including rules providing for giving notice

15  to the members by electronic transmission in a manner

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

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

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

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

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

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

22  such ballots improperly cast shall be deemed invalid, provided

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

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

25  needs assistance in casting the ballot for the reasons stated

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

27  regular election shall occur on the date of the annual

28  meeting. The provisions of this subparagraph shall not apply

29  to timeshare condominium associations. Notwithstanding the

30  provisions of this subparagraph, an election is not required

31  

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

 2  nominated than board vacancies exist.

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

 4  chapter or the applicable declaration or bylaws, including,

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

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

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

 8  applicable condominium documents relating to unit owner

 9  decisionmaking, except that unit owners may take action by

10  written agreement, without meetings, on matters for which

11  action by written agreement without meetings is expressly

12  allowed by the applicable bylaws or declaration or any statute

13  that provides for such action.

14         5.  Unit owners may waive notice of specific meetings

15  if allowed by the applicable bylaws or declaration or any

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

17  committee, and membership meetings by electronic transmission

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

19  transmission.

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

21  meetings of unit owners with reference to all designated

22  agenda items. However, the association may adopt reasonable

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

24  owner participation.

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

26  meeting of the unit owners subject to reasonable rules adopted

27  by the division.

28         8.  Unless otherwise provided in the bylaws, any

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

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

31  remaining directors, even if the remaining directors

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

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

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

 4  conform to the requirements of subparagraph 3. unless the

 5  association has opted out of the statutory election process,

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

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

 8  elected under this section shall fill the vacancy for the

 9  unexpired term of the seat being filled. Filling vacancies

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

11  adopted by the division.

12  

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

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

15  interests, provide for different voting and election

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

17  specifically delineating the different voting and election

18  procedures. The different voting and election procedures may

19  provide for elections to be conducted by limited or general

20  proxy.

21         (e)  Budget meeting.--

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

23  association will be considered by the board or unit owners

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

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

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

27  furnished to the association by the unit owner, or

28  electronically transmit to the location furnished by the unit

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

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

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

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 1  shall execute an affidavit evidencing compliance with such

 2  notice requirement, and such affidavit shall be filed among

 3  the official records of the association.

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

 5  budget which requires assessments against unit owners which

 6  exceed 115 percent of assessments for the preceding fiscal

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

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

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

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

11  voting interests.  The special meeting shall be conducted

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

13  14 days prior to such special meeting, the board shall hand

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

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

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

17  person providing notice of such meeting shall execute an

18  affidavit evidencing compliance with this notice requirement,

19  and such affidavit shall be filed among the official records

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

21  substitute budget at the special meeting. A substitute budget

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

23  unless the bylaws require adoption by a greater percentage of

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

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

26  budget previously adopted by the board shall take effect as

27  scheduled.

28         b.  Any determination of whether assessments exceed 115

29  percent of assessments for the prior fiscal year shall exclude

30  any authorized provision for reasonable reserves for repair or

31  replacement of the condominium property, anticipated expenses

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

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

 3  betterments to the condominium property.

 4         c.  If the developer controls the board, assessments

 5  shall not exceed 115 percent of assessments for the prior

 6  fiscal year unless approved by a majority of all voting

 7  interests.

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

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

10  administration may be recalled and removed from office with or

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

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

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

14  administration may be called by 10 percent of the voting

15  interests giving notice of the meeting as required for a

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

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

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

19  part for this purpose.

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

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

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

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

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

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

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

27  recalled effective immediately and shall turn over to the

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

29  property of the association in their possession, or shall

30  proceed as set forth in subparagraph 3.

31  

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

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

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

 4  association by certified mail or by personal service in the

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

 6  Procedure. The board of administration shall duly notice and

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

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

 9  shall either certify the written agreement to recall a member

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

11  shall be recalled effective immediately and shall turn over to

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

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

14  described in subparagraph 3.

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

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

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

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

19  with the division a petition for arbitration pursuant to the

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

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

22  agreement in writing shall constitute one party under the

23  petition for arbitration. If the arbitrator certifies the

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

25  will be effective upon mailing of the final order of

26  arbitration to the association. If the association fails to

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

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

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

30  association in their possession within 5 full business days of

31  the effective date of the recall.

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

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

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

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

 5  effective and the board members so recalled shall immediately

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

 7  association.

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

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

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

11  a majority of the remaining directors, notwithstanding any

12  provision to the contrary contained in this subsection. If

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

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

15  vacancies shall be filled in accordance with procedural rules

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

17  consistent with this subsection. The rules must provide

18  procedures governing the conduct of the recall election as

19  well as the operation of the association during the period

20  after a recall but prior to the recall election.

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

22  recorded or as amended under the procedures provided therein

23  may provide for the following:

24         (a)  A method of adopting and amending administrative

25  rules and regulations governing the details of the operation

26  and use of the common elements.

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

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

29  common elements.

30         (c)  Provisions for giving notice by electronic

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

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 1  board of directors and committees and of annual and special

 2  meetings of the members.

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

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

 5         Section 5.  Subsection (8) of section 718.116, Florida

 6  Statutes, is amended to read:

 7         718.116  Assessments; liability; lien and priority;

 8  interest; collection.--

 9         (8)  Within 15 days after receiving a written request

10  therefor from a unit owner purchaser, or mortgagee, the

11  association shall provide a certificate signed by an officer

12  or agent of the association stating all assessments and other

13  moneys owed to the association by the unit owner with respect

14  to the condominium parcel. Any person other than the owner who

15  relies upon such certificate shall be protected thereby. A

16  summary proceeding pursuant to s. 51.011 may be brought to

17  compel compliance with this subsection, and in any such action

18  the prevailing party is entitled to recover reasonable

19  attorney's fees. Notwithstanding any limitation on transfer

20  fees contained in s. 718.112(2)(i), the association or its

21  authorized agent may charge a reasonable fee for the

22  preparation of the certificate.

23         Section 6.  Paragraph (a) of subsection (2) of section

24  719.104, Florida Statutes, is amended to read:

25         719.104  Cooperatives; access to units; records;

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

27         (2)  OFFICIAL RECORDS.--

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

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

30  where applicable, which shall constitute the official records

31  of the association:

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

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

 3         2.  A photocopy of the cooperative documents.

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

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

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

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

 8  of not less than 7 years.

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

10  postal and electronic mailing addresses, unit identifications,

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

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

13  address and the number designated by the unit owner for

14  receiving electronic transmission of notices shall not be

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

16  the association is not liable for an erroneous disclosure of

17  the electronic mail address or the number for receiving

18  electronic transmission of notices.

19         6.  All current insurance policies of the association.

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

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

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

23  responsibility.

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

25  the association.

26         9.  Accounting records for the association and separate

27  accounting records for each unit it operates, according to

28  good accounting practices. All accounting records shall be

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

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

31  

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

 2  receipts and expenditures.

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

 4  quarterly statement of the account for each unit designating

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

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

 7  due.

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

 9  financial reports of the association.

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

11  work to be performed shall also be considered official records

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

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

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

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

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

17         11.  All rental records where the association is acting

18  as agent for the rental of units.

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

20  described in s. 719.504.

21         13.  All other records of the association not

22  specifically included in the foregoing which are related to

23  the operation of the association.

24         Section 7.  Paragraphs (b), (c), (d), (e), and (f) of

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

26  Statutes, are amended to read:

27         719.106  Bylaws; cooperative ownership.--

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

29  cooperative documents shall provide for the following, and if

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

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

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 1         1.  Unless otherwise provided in the bylaws, the

 2  percentage of voting interests required to constitute a quorum

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

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

 5  of the voting interests. Unless otherwise provided in this

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

 7  cooperative documents, and except as provided in subparagraph

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

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

10  present.

11         2.  Except as specifically otherwise provided herein,

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

13  proxy, but may vote by limited proxies substantially

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

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

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

17  waive or reduce reserves in accordance with subparagraph

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

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

20  articles of incorporation or bylaws pursuant to this section,

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

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

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

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

25  General proxies may be used for other matters for which

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

27  voting for nonsubstantive changes to items for which a limited

28  proxy is required and given. Notwithstanding the provisions of

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

30  meetings. Nothing contained herein shall limit the use of

31  general proxies or require the use of limited proxies or

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

 2  election at any meeting of a timeshare cooperative.

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

 4  specific meeting for which originally given and any lawfully

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

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

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

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

 9  executing it.

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

11  committee may submit in writing his or her agreement or

12  disagreement with any action taken at a meeting that the

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

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

15  be used for the purposes of creating a quorum.

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

17  meet by telephone conference, those board or committee members

18  attending by telephone conference may be counted toward

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

20  speaker shall be utilized so that the conversation of those

21  board or committee members attending by telephone may be heard

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

23  as by unit owners present at a meeting.

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

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

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

27  tape record or videotape meetings of the board of

28  administration.  The right to attend such meetings includes

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

30  designated agenda items.  The division shall adopt reasonable

31  rules governing the tape recording and videotaping of the

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 1  meeting.  The association may adopt reasonable written rules

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

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

 4  a conspicuous place upon the cooperative property at least 48

 5  continuous hours preceding the meeting, except in an

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

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

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

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

10  However, written notice of any meeting at which nonemergency

11  special assessments, or at which amendment to rules regarding

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

13  electronically transmitted to the unit owners and posted

14  conspicuously on the cooperative property not less than 14

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

16  14-day notice shall be made by an affidavit executed by the

17  person providing the notice and filed among the official

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

19  the board shall by duly adopted rule designate a specific

20  location on the cooperative property upon which all notices of

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

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

23  administration on the cooperative property, the association

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

25  posting and repeatedly broadcasting the notice and the agenda

26  on a closed-circuit cable television system serving the

27  cooperative association. However, if broadcast notice is used

28  in lieu of a notice posted physically on the cooperative

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

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

31  notice is otherwise required under this section. When

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

 2  broadcast in a manner and for a sufficient continuous length

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

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

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

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

 7  specifically contain a statement that assessments will be

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

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

10  make recommendations to the board regarding the association

11  budget are subject to the provisions of this paragraph.

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

13  behalf of the board or make recommendations to the board

14  regarding the association budget are subject to the provisions

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

16  section by the bylaws of the association. Notwithstanding any

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

18  and committee meetings be open to the unit owners is

19  inapplicable to meetings between the board or a committee and

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

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

22  of seeking or rendering legal advice.

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

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

25  administration shall be elected at the annual meeting unless

26  the bylaws provide for staggered election terms or for their

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

28  candidate for board membership shall comply with subparagraph

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

30  including annual meetings. Written notice, which notice shall

31  incorporate an identification of agenda items, shall be given

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

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

 3  cooperative property at least 14 continuous days preceding the

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

 5  shall by duly adopted rule designate a specific location on

 6  the cooperative property upon which all notice of unit owner

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

 8  physical posting of notice of any meeting of the shareholders

 9  on the cooperative property, the association may, by

10  reasonable rule, adopt a procedure for conspicuously posting

11  and repeatedly broadcasting the notice and the agenda on a

12  closed-circuit cable television system serving the cooperative

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

14  notice posted physically on the cooperative property, the

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

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

17  required under this section. When broadcast notice is

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

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

20  an average reader to observe the notice and read and

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

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

23  notice of the annual meeting, the notice of the annual meeting

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

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

26  shall provide an affidavit or United States Postal Service

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

28  of the association, affirming that notices of the association

29  meeting were mailed, or hand delivered, or electronically

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

31  owner at the address last furnished to the association.

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

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

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

 4  administration, either in general elections or elections to

 5  fill vacancies caused by recall, resignation, or otherwise

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

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

 8  or deliver, or transmit, whether by separate association

 9  mailing, delivery, or electronic transmission or included in

10  another association mailing, or delivery, or electronic

11  transmission, including regularly published newsletters, to

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

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

14  desiring to be a candidate for the board of administration

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

16  days before a scheduled election. Together with the written

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

18  association shall mail, deliver, or electronically transmit a

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

20  therein, together with a ballot which shall list all

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

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

23  11 inches, which must be furnished by the candidate not less

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

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

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

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

28  liability for the contents of the information sheets provided

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

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

31  the paper. The division shall by rule establish voting

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 1  procedures consistent with the provisions contained herein,

 2  including rules providing for giving notice by electronic

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

 4  board of directors and committees and of annual and special

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

 6  Elections shall be decided by a plurality of those ballots

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

 8  20 percent of the eligible voters must cast a ballot in order

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

10  administration.  No unit owner shall permit any other person

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

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

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

14  101.051 may obtain assistance in casting the ballot. Any unit

15  owner violating this provision may be fined by the association

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

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

18  this subparagraph shall not apply to timeshare cooperatives.

19  Notwithstanding the provisions of this subparagraph, an

20  election and balloting are not required unless more candidates

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

22  exist on the board.

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

24  chapter, or the applicable cooperative documents, shall be

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

26  subject to all requirements of this chapter or the applicable

27  cooperative documents relating to unit owner decisionmaking,

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

29  without meetings, on matters for which action by written

30  agreement without meetings is expressly allowed by the

31  

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 1  applicable cooperative documents or any Florida statute which

 2  provides for the unit owner action.

 3         3.  Unit owners may waive notice of specific meetings

 4  if allowed by the applicable cooperative documents or any

 5  Florida statute. Unit owners may consent to receiving notice

 6  of board, committee, and membership meetings by electronic

 7  transmission if the bylaws provide a method for giving notice

 8  by electronic transmission.

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

10  meetings of unit owners with reference to all designated

11  agenda items.  However, the association may adopt reasonable

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

13  owner participation.

14         5.  Any unit owner may tape record or videotape

15  meetings of the unit owners subject to reasonable rules

16  adopted by the division.

17  

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

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

20  interests, provide for a different voting and election

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

22  specifically delineating the different voting and election

23  procedures. The different voting and election procedures may

24  provide for elections to be conducted by limited or general

25  proxy.

26         (e)  Budget procedures.--

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

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

29  address last furnished to the association, a meeting notice

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

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

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 1  which the budget will be considered. Evidence of compliance

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

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

 4  person providing notice of the meeting and filed among the

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

 6  to the unit owners.

 7         2.  If an adopted budget requires assessment against

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

 9  115 percent of the assessments for the preceding year, the

10  board upon written application of 10 percent of the voting

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

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

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

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

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

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

17  interests.

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

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

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

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

22  voting interests in writing, the budget is adopted.  If a

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

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

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

26  effect as scheduled.

27         4.  In determining whether assessments exceed 115

28  percent of similar assessments for prior years, any authorized

29  provisions for reasonable reserves for repair or replacement

30  of cooperative property, anticipated expenses by the

31  association which are not anticipated to be incurred on a

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

 2  cooperative property must be excluded from computation.

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

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

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

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

 7  all voting interests.

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

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

10  administration may be recalled and removed from office with or

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

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

13  voting interests to recall any member of the board of

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

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

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

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

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

19  purpose.

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

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

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

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

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

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

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

27  recalled effective immediately and shall turn over to the

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

29  property of the association in their possession, or shall

30  proceed as set forth in subparagraph 3.

31  

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

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

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

 4  association by certified mail or by personal service in the

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

 6  Procedure. The board of administration shall duly notice and

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

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

 9  shall either certify the written agreement to recall members

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

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

12  5 full business days, any and all records and property of the

13  association in their possession, or proceed as described in

14  subparagraph 3.

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

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

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

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

19  division a petition for binding arbitration pursuant to the

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

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

22  agreement in writing shall constitute one party under the

23  petition for arbitration. If the arbitrator certifies the

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

25  effective upon mailing of the final order of arbitration to

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

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

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

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

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

31  effective date of the recall.

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

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

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

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

 5  effective and the board members so recalled shall immediately

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

 7  association.

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

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

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

11  a majority of the remaining directors, notwithstanding any

12  provision to the contrary contained in this chapter. If

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

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

15  vacancies shall be filled in accordance with procedural rules

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

17  consistent with this chapter. The rules must provide

18  procedures governing the conduct of the recall election as

19  well as the operation of the association during the period

20  after a recall but prior to the recall election.

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

22  the following:

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

24  amending administrative rules and regulations governing the

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

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

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

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

29  with the cooperative documents, designed to prevent

30  unreasonable interference with the use of the units and common

31  areas.

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

 2  by electronic transmissions in a manner authorized by law of

 3  meetings of the board of directors and committees and of

 4  annual and special meetings of the members.

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

 6  inconsistent with this chapter or with the cooperative

 7  documents as may be desired.

 8         Section 8.  Subsection (6) of section 719.108, Florida

 9  Statutes, is amended to read:

10         719.108  Rents and assessments; liability; lien and

11  priority; interest; collection; cooperative ownership.--

12         (6)  Within 15 days after request by a unit owner or

13  mortgagee, the association shall provide a certificate stating

14  all assessments and other moneys owed to the association by

15  the unit owner with respect to the cooperative parcel.  Any

16  person other than the unit owner who relies upon such

17  certificate shall be protected thereby. Notwithstanding any

18  limitation on transfer fees contained in s. 719.106(1)(i), the

19  association or its authorized agent may charge a reasonable

20  fee for the preparation of the certificate.

21         Section 9.  Subsection (1) of section 720.302, Florida

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

23  section to read:

24         720.302  Purposes, scope, and application.--

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

26  statutory recognition to corporations not for profit that

27  operate residential communities in this state, to provide

28  procedures for operating homeowners' associations, and to

29  protect the rights of association members without unduly

30  impairing the ability of such associations to perform their

31  functions.

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 1         (5)  Unless expressly stated to the contrary,

 2  corporations not for profit that operate residential

 3  homeowners' associations in this state shall be governed by

 4  and subject to chapter 617. This subsection is intended to

 5  clarify existing law.

 6         Section 10.  Subsection (2) and paragraph (g) of

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

 8  amended to read:

 9         720.303  Association powers and duties; meetings of

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

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

12  directors of an association occurs whenever a quorum of the

13  board gathers to conduct association business.  All meetings

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

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

16  pending litigation where the contents of the discussion would

17  otherwise be governed by the attorney-client privilege.

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

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

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

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

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

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

24  emergency. Notwithstanding this general notice requirement,

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

26  provide for a reasonable alternative to posting or mailing of

27  notice for each board meeting, including publication of

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

29  conspicuous posting and repeated broadcasting of the notice on

30  a closed-circuit cable television system serving the

31  homeowners association. However, if broadcast notice is used

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

 2  notice must be broadcast at least four times every broadcast

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

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

 5  be broadcast in a manner and for a sufficient continuous

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

 7  notice and read and comprehend the entire content of the

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

 9  provide for giving notice by electronic transmission in a

10  manner authorized by law for meetings of the board of

11  directors, committee meetings requiring notice under this

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

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

14  by electronic transmission.  An assessment may not be levied

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

16  statement that assessments will be considered and the nature

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

18  secret ballot at board meetings, except that secret ballots

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

20  applies to the meetings of any committee or other similar

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

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

23  the power to approve or disapprove architectural decisions

24  with respect to a specific parcel of residential property

25  owned by a member of the community.

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

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

28  the official records of the association:

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

30  and electronic mailing addresses and parcel identifications.

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

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 1  address and the number designated by the member for receiving

 2  electronic transmission of notices shall not be included in

 3  the official records of the association. However, the

 4  association is not liable for an erroneous disclosure of the

 5  electronic mail address or the number for receiving electronic

 6  transmission of notices.

 7         Section 11.  This act shall take effect upon becoming a

 8  law.

 9  

10          STATEMENT OF SUBSTANTIAL CHANGES CONTAINED IN
                       COMMITTEE SUBSTITUTE FOR
11                         Senate Bill 592

12                                 

13  The committee substitute authorizes condominium associations
    and cooperative associations to charge a reasonable fee for
14  issuing a certificate detailing the status of assessments
    against a condominium or cooperative unit.
15  

16  

17  

18  

19  

20  

21  

22  

23  

24  

25  

26  

27  

28  

29  

30  

31  

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