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Senate Bill 0592

Senate Bill sb0592c2

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    Florida Senate - 2003                     CS for CS for SB 592

    By the Committees on Regulated Industries; Commerce, Economic
    Opportunities, and Consumer Services; and Senator Geller




    315-2007-03

  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; creating s. 617.1803, F.S.;

15         providing procedures for the domestication of

16         foreign not-for-profit corporations; amending

17         ss. 718.111 and 718.112, F.S.; providing for a

18         condominium association to transmit electronic

19         notices to unit owners; providing that the

20         association is not liable for erroneously

21         disclosing certain address information;

22         revising requirements for use of proxies for

23         voting; authorizing the association to

24         broadcast notice via a closed-circuit

25         television system; prohibiting notice by

26         electronic transmission for a recall of board

27         members; providing for association bylaws to

28         authorize the electronic transmission of

29         notices; exempting certain condominiums,

30         associations, or unit owners from specified

31         retrofitting requirements pertaining to fire

                                  1

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 1         safety systems; requiring a report; amending s.

 2         718.116, F.S.; authorizing the association to

 3         charge a fee for preparation of the certificate

 4         of assessments and other moneys due; amending

 5         ss. 719.104 and 719.106, F.S.; providing for a

 6         cooperative association to transmit electronic

 7         notices to unit owners; providing that the

 8         association is not liable for erroneously

 9         disclosing certain address information;

10         revising requirements for use of proxies for

11         voting; authorizing the association to

12         broadcast notice via a closed-circuit

13         television system; prohibiting notice by

14         electronic transmission for a recall of board

15         members; providing for association bylaws to

16         authorize the electronic transmission of

17         notices; amending s. 719.108, F.S.; authorizing

18         the association to charge a fee for preparation

19         of the certificate of assessments and other

20         moneys due; amending s. 720.302, F.S.;

21         clarifying that corporations not for profit

22         that operate residential homeowners'

23         associations are subject to the Florida Not For

24         Profit Corporation Act; amending s. 720.303,

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

26         broadcast notice via a closed-circuit

27         television system; providing that the

28         association is not liable for erroneously

29         disclosing certain address information;

30         providing an effective date.

31  

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

 2  

 3         Section 1.  Section 617.01401, Florida Statutes, is

 4  amended to read:

 5         617.01401  Definitions.--As used in this act, unless

 6  the context otherwise requires, the term:

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

 8  amended, and restated articles of incorporation, articles of

 9  consolidation, and articles of merger, and all amendments

10  thereto, including documents designated by the laws of this

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

12  documents equivalent to articles of incorporation in the

13  jurisdiction of incorporation.

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

15  vested with the management of the affairs of the corporation

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

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

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

19  for the regulation or management of the affairs of the

20  corporation irrespective of the name or names by which such

21  rules are designated.

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

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

24  act, except a foreign corporation.

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

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

27  its members, directors, or officers.

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

29  communication, not directly involving the physical

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

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

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 1  thereof and which may be directly reproduced in a

 2  comprehensible and legible paper form by such recipient

 3  through an automated process. Examples of electronic

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

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

 6  electronic mail between computers.

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

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

 9  state.

10         (8)(7)  "Insolvent" means the inability of a

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

12  course of its affairs.

13         (9)(8)  "Mail" means the United States mail, facsimile

14  transmissions, and private mail carriers handling nationwide

15  mail services.

16         (10)(9)  "Member" means one having membership rights in

17  a corporation in accordance with the provisions of its

18  articles of incorporation or bylaws or the provisions of this

19  act.

20         (11)(10)  "Person" includes individual and entity.

21         Section 2.  Section 617.0141, Florida Statutes, is

22  amended to read:

23         617.0141  Notice.--

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

25  oral notice is:

26         (a)  Expressly authorized by the articles of

27  incorporation or the bylaws; and

28         (b)  Reasonable under the circumstances.

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

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

31  

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 1  other form of electronic transmission communication; or by

 2  mail.

 3         (3)  Written notice by a domestic or foreign

 4  corporation authorized to conduct its affairs in this state to

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

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

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

 8  current record of members;.

 9         (b)  When actually transmitted by facsimile

10  telecommunication, if correctly directed to a number at which

11  the member has consented to receive notice;

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

13  correctly directed to an electronic mail address at which the

14  member has consented to receive notice;

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

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

17         1.  Such correct posting; or

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

19  the fact of such specific posting; or

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

21  any other form of electronic transmission consented to by the

22  member to whom notice is given.

23         (4)  Consent by a member to receive notice by

24  electronic transmission shall be revocable by the member by

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

26  deemed revoked if:

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

28  transmission two consecutive notices given by the corporation

29  in accordance with such consent; and

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

31  an assistant secretary of the corporation, or other authorized

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

 2  inadvertent failure to treat such inability as a revocation

 3  does not invalidate any meeting or other action.

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

 5  corporation authorized to conduct its affairs in this state

 6  may be addressed to its registered agent at its registered

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

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

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

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

11  foreign corporation's application for certificate of

12  authority.

13         (6)(5)  Except as provided in subsection (3) or

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

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

16         (a)  When received;

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

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

19  correctly addressed; or

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

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

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

23         (7)(6)  Oral notice is effective when communicated if

24  communicated directly to the person to be notified in a

25  comprehensible manner.

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

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

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

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

30  facie evidence of the facts stated in the notice.

31  

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 1         (9)(7)  If this act prescribes notice requirements for

 2  particular circumstances, those requirements govern.  If

 3  articles of incorporation or bylaws prescribe notice

 4  requirements not less stringent than the requirements of this

 5  section or other provisions of this act, those requirements

 6  govern.

 7         Section 3.  Section 617.1803, Florida Statutes, is

 8  created to read:

 9         617.1803  Domestication of foreign not-for-profit

10  corporations.--

11         (1)  As used in this section, the term "not-for-profit

12  corporation" includes any not-for-profit incorporated

13  organization, private law corporation, public law corporation,

14  partnership, proprietorship, joint venture, foundation, trust,

15  or association.

16         (2)  Any foreign not-for-profit corporation may become

17  domesticated in this state by filing with the Department of

18  State:

19         (a)  A certificate of domestication, executed in

20  accordance with subsection (7) and filed in accordance with s.

21  617.01201; and

22         (b)  Articles of incorporation, executed and filed in

23  accordance with ss. 617.01201 and 617.0202.

24         (3)  The certificate of domestication shall certify:

25         (a)  The date on which and the jurisdiction in which

26  the corporation was first formed, incorporated, or otherwise

27  came into being;

28         (b)  The name of the corporation immediately before the

29  filing of the certificate of domestication;

30         (c)  The name of the corporation, as set forth in its

31  articles of incorporation; and

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 1         (d)  The jurisdiction that constituted the seat, siege

 2  social, or principal place of business or central

 3  administration of the corporation, or any other equivalent

 4  jurisdiction under applicable law, immediately before the

 5  filing of the certificate of domestication.

 6         (4)  Upon filing the certificate of domestication and

 7  articles of incorporation, the corporation shall be

 8  domesticated in this state and shall thereafter be subject to

 9  this section, except that notwithstanding s. 617.0203, the

10  existence of the corporation shall be deemed to have commenced

11  on the date it commenced its existence in the jurisdiction in

12  which it was first formed, incorporated, or otherwise came

13  into being.

14         (5)  The domestication of any not-for-profit

15  corporation in this state does not affect any obligations or

16  liabilities that it incurred before its domestication.

17         (6)  The filing of a certificate of domestication does

18  not affect the choice of law applicable to the corporation,

19  except that, after the date the certificate of domestication

20  is filed, the law of this state, applies to the corporation to

21  the same extent as if it had been incorporated as a

22  not-for-profit corporation of this state on that date.

23         (7)  The certificate of domestication shall be signed

24  by any corporate officer, director, trustee, manager, partner,

25  or other person performing functions equivalent to those of an

26  officer or director, however named or described, who is

27  authorized to sign the certificate of domestication on behalf

28  of the corporation.

29         Section 4.  Paragraph (a) of subsection (12) of section

30  718.111, Florida Statutes, is amended to read:

31         718.111  The association.--

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 1         (12)  OFFICIAL RECORDS.--

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

 3  association shall maintain each of the following items, when

 4  applicable, which shall constitute the official records of the

 5  association:

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

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

 8         2.  A photocopy of the recorded declaration of

 9  condominium of each condominium operated by the association

10  and of each amendment to each declaration.

11         3.  A photocopy of the recorded bylaws of the

12  association and of each amendment to the bylaws.

13         4.  A certified copy of the articles of incorporation

14  of the association, or other documents creating the

15  association, and of each amendment thereto.

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

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

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

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

20  not less than 7 years.

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

22  mailing addresses, unit identifications, voting

23  certifications, and, if known, telephone numbers. The

24  association shall also maintain the electronic mailing

25  addresses and the numbers designated by unit owners for

26  receiving notice sent by electronic transmission of those unit

27  owners consenting to receive notice by electronic

28  transmission. The electronic mailing addresses and numbers

29  provided by unit owners to receive notice by electronic

30  transmission shall be removed from association records when

31  consent to receive notice by electronic transmission is

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 1  revoked. However, the association is not liable for an

 2  erroneous disclosure of the electronic mail address or the

 3  number for receiving electronic transmission of notices.

 4         8.  All current insurance policies of the association

 5  and condominiums operated by the association.

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

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

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

 9  responsibility.

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

11  by the association.

12         11.  Accounting records for the association and

13  separate accounting records for each condominium which the

14  association operates.  All accounting records shall be

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

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

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

18  receipts and expenditures.

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

20  quarterly statement of the account for each unit designating

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

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

23  due.

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

25  financial reports of the association or condominium.

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

27  work to be performed shall also be considered official records

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

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

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

31  

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

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

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

 4  as agent for the rental of condominium units.

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

 6  described by s. 718.504.

 7         15.  All other records of the association not

 8  specifically included in the foregoing which are related to

 9  the operation of the association.

10         Section 5.  Paragraphs (b), (c), (d), (e), (j), and (l)

11  of subsection (2) and subsection (3) of section 718.112,

12  Florida Statutes, are amended to read:

13         718.112  Bylaws.--

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

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

16  include the following:

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

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

19  the percentage of voting interests required to constitute a

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

21  voting interests.  Unless otherwise provided in this chapter

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

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

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

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

26         2.  Except as specifically otherwise provided herein,

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

28  proxy, but may vote by limited proxies substantially

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

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

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

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 1  waive or reduce reserves in accordance with subparagraph

 2  (f)2.; for votes taken in accordance with s. 718.111(13)(d);

 3  for votes taken to amend the declaration pursuant to s.

 4  718.110; for votes taken to amend the articles of

 5  incorporation or bylaws pursuant to this section; and for any

 6  other matter for which this chapter requires or permits a vote

 7  of the unit owners.  Except as provided in paragraph (d),

 8  after January 1, 1992, no proxy, limited or general, shall be

 9  used in the election of board members. General proxies may be

10  used for other matters for which limited proxies are not

11  required, and may also be used in voting for nonsubstantive

12  changes to items for which a limited proxy is required and

13  given. Notwithstanding the provisions of this subparagraph,

14  unit owners may vote in person at unit owner meetings.

15  Nothing contained herein shall limit the use of general

16  proxies or require the use of limited proxies for any agenda

17  item or election at any meeting of a timeshare condominium

18  association.

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

20  specific meeting for which originally given and any lawfully

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

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

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

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

25  executing it.

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

27  committee may submit in writing his or her agreement or

28  disagreement with any action taken at a meeting that the

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

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

31  be used for the purposes of creating a quorum.

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

 2  telephone conference, those board or committee members

 3  attending by telephone conference may be counted toward

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

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

 6  or committee members attending by telephone may be heard by

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

 8  by any unit owners present at a meeting.

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

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

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

12  tape record or videotape meetings of the board of

13  administration.  The right to attend such meetings includes

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

15  designated agenda items.  The division shall adopt reasonable

16  rules governing the tape recording and videotaping of the

17  meeting.  The association may adopt written reasonable rules

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

19  statements. Adequate notice of all meetings, which notice

20  shall specifically incorporate an identification of agenda

21  items, shall be posted conspicuously on the condominium

22  property at least 48 continuous hours preceding the meeting

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

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

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

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

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

28  nonemergency special assessments, or at which amendment to

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

30  or delivered, or electronically transmitted to the unit owners

31  and posted conspicuously on the condominium property not less

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

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

 3  the person providing the notice and filed among the official

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

 5  the board shall by duly adopted rule designate a specific

 6  location on the condominium property or association property

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

 8  there is no condominium property or association property upon

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

10  be mailed, or delivered, or electronically transmitted at

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

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

13  any meeting of the board of administration on the condominium

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

15  procedure for conspicuously posting and repeatedly

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

17  cable television system serving the condominium association.

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

19  posted physically on the condominium property, the notice and

20  agenda must be broadcast at least four times every broadcast

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

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

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

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

25  reader to observe the notice and read and comprehend the

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

27  meeting in which regular assessments against unit owners are

28  to be considered for any reason shall specifically contain a

29  statement that assessments will be considered and the nature

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

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

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 1  board regarding the association budget are subject to the

 2  provisions of this paragraph. Meetings of a committee that

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

 4  recommendations to the board regarding the association budget

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

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

 7  association.  Notwithstanding any other law, the requirement

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

 9  owners is inapplicable to meetings between the board or a

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

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

12  the purpose of seeking or rendering legal advice.

13         (d)  Unit owner meetings.--

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

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

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

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

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

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

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

21  the members of the board, the terms of all members of the

22  board shall expire upon the election of their successors at

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

24  for board membership shall comply with subparagraph 3. A

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

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

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

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

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

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

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

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 1         2.  The bylaws shall provide the method of calling

 2  meetings of unit owners, including annual meetings. Written

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

 4  or hand delivered, or electronically transmitted to each unit

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

 6  be posted in a conspicuous place on the condominium property

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

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

 9  rule designate a specific location on the condominium property

10  or association property upon which all notices of unit owner

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

12  property or association property upon which notices can be

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

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

15  the unit owners on the condominium property, the association

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

17  posting and repeatedly broadcasting the notice and the agenda

18  on a closed-circuit cable television system serving the

19  condominium association. However, if broadcast notice is used

20  in lieu of a notice posted physically on the condominium

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

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

23  notice is otherwise required under this section. When

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

25  broadcast in a manner and for a sufficient continuous length

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

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

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

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

30  hand delivered, or mailed, or electronically transmitted to

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

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

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

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

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

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

 6  the developer initially identifies for that purpose and

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

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

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

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

11  or the manager or other person providing notice of the

12  association meeting, shall provide an affidavit or United

13  States Postal Service certificate of mailing, to be included

14  in the official records of the association affirming that the

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

16  provision.

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

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

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

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

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

22  than 60 days before a scheduled election, the association

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

24  separate association mailing or included in another

25  association mailing, or delivery, or transmission, including

26  regularly published newsletters, to each unit owner entitled

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

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

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

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

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

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 1  the association shall mail, or deliver, or electronically

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

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

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

 5  association shall include an information sheet, no larger than

 6  8 1/2  inches by 11 inches, which must be furnished by the

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

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

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

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

11  association is not liable for the contents of the information

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

13  the association may print or duplicate the information sheets

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

15  establish voting procedures consistent with the provisions

16  contained herein, including rules establishing procedures for

17  giving notice by electronic transmission and rules providing

18  for the secrecy of ballots.  Elections shall be decided by a

19  plurality of those ballots cast. There shall be no quorum

20  requirement; however, at least 20 percent of the eligible

21  voters must cast a ballot in order to have a valid election of

22  members of the board. No unit owner shall permit any other

23  person to vote his or her ballot, and any such ballots

24  improperly cast shall be deemed invalid, provided any unit

25  owner who violates this provision may be fined by the

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

27  needs assistance in casting the ballot for the reasons stated

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

29  regular election shall occur on the date of the annual

30  meeting. The provisions of this subparagraph shall not apply

31  to timeshare condominium associations. Notwithstanding the

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 1  provisions of this subparagraph, an election is not required

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

 3  nominated than board vacancies exist.

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

 5  chapter or the applicable declaration or bylaws, including,

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

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

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

 9  applicable condominium documents relating to unit owner

10  decisionmaking, except that unit owners may take action by

11  written agreement, without meetings, on matters for which

12  action by written agreement without meetings is expressly

13  allowed by the applicable bylaws or declaration or any statute

14  that provides for such action.

15         5.  Unit owners may waive notice of specific meetings

16  if allowed by the applicable bylaws or declaration or any

17  statute. If authorized by the bylaws, notice of meetings of

18  the board of administration, unit owner meetings, except unit

19  owner meetings called to recall board members under s.

20  718.112(2)(j), and committee meetings may be given by

21  electronic transmission to unit owners who consent to receive

22  notice by electronic transmission.

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

24  meetings of unit owners with reference to all designated

25  agenda items. However, the association may adopt reasonable

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

27  owner participation.

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

29  meeting of the unit owners subject to reasonable rules adopted

30  by the division.

31  

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 1         8.  Unless otherwise provided in the bylaws, any

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

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

 4  remaining directors, even if the remaining directors

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

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

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

 8  conform to the requirements of subparagraph 3. unless the

 9  association has opted out of the statutory election process,

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

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

12  elected under this section shall fill the vacancy for the

13  unexpired term of the seat being filled. Filling vacancies

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

15  adopted by the division.

16  

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

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

19  interests, provide for different voting and election

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

21  specifically delineating the different voting and election

22  procedures. The different voting and election procedures may

23  provide for elections to be conducted by limited or general

24  proxy.

25         (e)  Budget meeting.--

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

27  association will be considered by the board or unit owners

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

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

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

31  furnished to the association by the unit owner, or

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 1  electronically transmit to the location furnished by the unit

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

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

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

 5  shall execute an affidavit evidencing compliance with such

 6  notice requirement, and such affidavit shall be filed among

 7  the official records of the association.

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

 9  budget which requires assessments against unit owners which

10  exceed 115 percent of assessments for the preceding fiscal

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

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

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

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

15  voting interests.  The special meeting shall be conducted

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

17  14 days prior to such special meeting, the board shall hand

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

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

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

21  person providing notice of such meeting shall execute an

22  affidavit evidencing compliance with this notice requirement,

23  and such affidavit shall be filed among the official records

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

25  substitute budget at the special meeting. A substitute budget

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

27  unless the bylaws require adoption by a greater percentage of

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

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

30  budget previously adopted by the board shall take effect as

31  scheduled.

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 1         b.  Any determination of whether assessments exceed 115

 2  percent of assessments for the prior fiscal year shall exclude

 3  any authorized provision for reasonable reserves for repair or

 4  replacement of the condominium property, anticipated expenses

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

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

 7  betterments to the condominium property.

 8         c.  If the developer controls the board, assessments

 9  shall not exceed 115 percent of assessments for the prior

10  fiscal year unless approved by a majority of all voting

11  interests.

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

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

14  administration may be recalled and removed from office with or

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

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

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

18  administration may be called by 10 percent of the voting

19  interests giving notice of the meeting as required for a

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

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

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

23  part for this purpose.

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

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

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

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

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

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

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

31  recalled effective immediately and shall turn over to the

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

 2  property of the association in their possession, or shall

 3  proceed as set forth in subparagraph 3.

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

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

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

 7  association by certified mail or by personal service in the

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

 9  Procedure. The board of administration shall duly notice and

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

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

12  shall either certify the written agreement to recall a member

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

14  shall be recalled effective immediately and shall turn over to

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

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

17  described in subparagraph 3.

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

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

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

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

22  with the division a petition for arbitration pursuant to the

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

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

25  agreement in writing shall constitute one party under the

26  petition for arbitration. If the arbitrator certifies the

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

28  will be effective upon mailing of the final order of

29  arbitration to the association. If the association fails to

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

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

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

 2  association in their possession within 5 full business days of

 3  the effective date of the recall.

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

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

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

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

 8  effective and the board members so recalled shall immediately

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

10  association.

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

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

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

14  a majority of the remaining directors, notwithstanding any

15  provision to the contrary contained in this subsection. If

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

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

18  vacancies shall be filled in accordance with procedural rules

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

20  consistent with this subsection. The rules must provide

21  procedures governing the conduct of the recall election as

22  well as the operation of the association during the period

23  after a recall but prior to the recall election.

24         (l)  Certificate of compliance.--There shall be a

25  provision that a certificate of compliance from a licensed

26  electrical contractor or electrician may be accepted by the

27  association's board as evidence of compliance of the

28  condominium units to the applicable fire and life safety code.

29  Notwithstanding chapter 633 or any other statute, ordinance,

30  administrative rule or regulation, or any interpretation of

31  the foregoing, an association, condominium, or unit owner is

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 1  not obligated to retrofit the common elements or units of a

 2  residential condominium with a fire sprinkler system or other

 3  enhanced fire protection system in a building that has been

 4  certified for occupancy by the applicable governmental entity,

 5  if:

 6         1.  The municipality, county, or special district with

 7  firesafety authority by a majority vote exempts all

 8  associations, condominiums, or unit owners from such

 9  retrofitting requirement; and

10         2.  The unit owners vote to forego such retrofitting by

11  an affirmative vote of two-thirds of all members present. Such

12  vote may be taken at a noticed meeting, or by written consent

13  without a meeting, and is effective upon the recording of a

14  certificate attesting to such vote in the public records of

15  the county where the condominium is located. Proxy voting is

16  allowed.

17  

18  As part of the information collected annually from

19  condominiums, the division shall require condominium

20  associations to report the membership vote and recording of a

21  certificate under this subsection and, if retrofitting has

22  been undertaken, the per-unit cost of such work. The division

23  shall annually report to the Division of State Fire Marshal in

24  the Department of Financial Services the number of

25  condominiums that have elected to forego retrofitting.

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

27  recorded or as amended under the procedures provided therein

28  may provide for the following:

29         (a)  A method of adopting and amending administrative

30  rules and regulations governing the details of the operation

31  and use of the common elements.

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

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

 3  common elements.

 4         (c)  Provisions for giving notice by electronic

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

 6  board of directors and committees and of annual and special

 7  meetings of the members.

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

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

10         Section 6.  Subsection (8) of section 718.116, Florida

11  Statutes, is amended to read:

12         718.116  Assessments; liability; lien and priority;

13  interest; collection.--

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

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

16  association shall provide a certificate signed by an officer

17  or agent of the association stating all assessments and other

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

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

20  relies upon such certificate shall be protected thereby. A

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

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

23  the prevailing party is entitled to recover reasonable

24  attorney's fees. Notwithstanding any limitation on transfer

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

26  authorized agent may charge a reasonable fee for the

27  preparation of the certificate.

28         Section 7.  Paragraph (a) of subsection (2) of section

29  719.104, Florida Statutes, is amended to read:

30         719.104  Cooperatives; access to units; records;

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

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 1         (2)  OFFICIAL RECORDS.--

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

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

 4  where applicable, which shall constitute the official records

 5  of the association:

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

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

 8         2.  A photocopy of the cooperative documents.

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

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

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

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

13  of not less than 7 years.

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

15  mailing addresses, unit identifications, voting

16  certifications, and, if known, telephone numbers. The

17  association shall also maintain the electronic mailing

18  addresses and the numbers designated by unit owners for

19  receiving notice sent by electronic transmission of those unit

20  owners consenting to receive notice by electronic

21  transmission. The electronic mailing addresses and numbers

22  provided by unit owners to receive notice by electronic

23  transmission shall be removed from association records when

24  consent to receive notice by electronic transmission is

25  revoked. However, the association is not liable for an

26  erroneous disclosure of the electronic mail address or the

27  number for receiving 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 8.  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)(b), 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 establishing procedures for giving notice by

14  electronic transmission and rules providing for the secrecy of

15  ballots.  Elections shall be decided by a plurality of those

16  ballots cast. There shall be no quorum requirement. However,

17  at least 20 percent of the eligible voters must cast a ballot

18  in order to have a valid election of members of the board of

19  administration.  No unit owner shall permit any other person

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

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

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

23  101.051 may obtain assistance in casting the ballot. Any unit

24  owner violating this provision may be fined by the association

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

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

27  this subparagraph shall not apply to timeshare cooperatives.

28  Notwithstanding the provisions of this subparagraph, an

29  election and balloting are not required unless more candidates

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

31  exist on the board.

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

 2  chapter, or the applicable cooperative documents, shall be

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

 4  subject to all requirements of this chapter or the applicable

 5  cooperative documents relating to unit owner decisionmaking,

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

 7  without meetings, on matters for which action by written

 8  agreement without meetings is expressly allowed by the

 9  applicable cooperative documents or any Florida statute which

10  provides for the unit owner action.

11         3.  Unit owners may waive notice of specific meetings

12  if allowed by the applicable cooperative documents or any

13  Florida statute. If authorized by the bylaws, notice of

14  meetings of the board of administration, shareholder meetings,

15  except shareholder meetings called to recall board members

16  under s. 719.106(1)(f), and committee meetings may be given by

17  electronic transmission to unit owners who consent to receive

18  notice 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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 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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 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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 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 9.  Subsection (6) of section 719.108, Florida

18  Statutes, is amended to read:

19         719.108  Rents and assessments; liability; lien and

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

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

22  mortgagee, the association shall provide a certificate stating

23  all assessments and other moneys owed to the association by

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

25  person other than the unit owner who relies upon such

26  certificate shall be protected thereby. Notwithstanding any

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

28  association or its authorized agent may charge a reasonable

29  fee for the preparation of the certificate.

30  

31  

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 1         Section 10.  Subsection (1) of section 720.302, Florida

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

 3  section to read:

 4         720.302  Purposes, scope, and application.--

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

 6  statutory recognition to corporations not for profit that

 7  operate residential communities in this state, to provide

 8  procedures for operating homeowners' associations, and to

 9  protect the rights of association members without unduly

10  impairing the ability of such associations to perform their

11  functions.

12         (5)  Unless expressly stated to the contrary,

13  corporations not for profit that operate residential

14  homeowners' associations in this state shall be governed by

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

16  clarify existing law.

17         Section 11.  Subsection (2) and paragraph (g) of

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

19  amended to read:

20         720.303  Association powers and duties; meetings of

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

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

23  directors of an association occurs whenever a quorum of the

24  board gathers to conduct association business.  All meetings

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

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

27  pending litigation where the contents of the discussion would

28  otherwise be governed by the attorney-client privilege.

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

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

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

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

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

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

 4  emergency. Notwithstanding this general notice requirement,

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

 6  provide for a reasonable alternative to posting or mailing of

 7  notice for each board meeting, including publication of

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

 9  conspicuous posting and repeated broadcasting of the notice on

10  a closed-circuit cable television system serving the

11  homeowners association. However, if broadcast notice is used

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

13  notice must be broadcast at least four times every broadcast

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

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

16  be broadcast in a manner and for a sufficient continuous

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

18  notice and read and comprehend the entire content of the

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

20  provide for giving notice by electronic transmission in a

21  manner authorized by law for meetings of the board of

22  directors, committee meetings requiring notice under this

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

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

25  by electronic transmission.  An assessment may not be levied

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

27  statement that assessments will be considered and the nature

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

29  secret ballot at board meetings, except that secret ballots

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

31  applies to the meetings of any committee or other similar

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

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

 3  the power to approve or disapprove architectural decisions

 4  with respect to a specific parcel of residential property

 5  owned by a member of the community.

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

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

 8  the official records of the association:

 9         (g)  A current roster of all members and their mailing

10  addresses and parcel identifications. The association shall

11  also maintain the electronic mailing addresses and the numbers

12  designated by members for receiving notice sent by electronic

13  transmission of those members consenting to receive notice by

14  electronic transmission. The electronic mailing addresses and

15  numbers provided by unit owners to receive notice by

16  electronic transmission shall be removed from association

17  records when consent to receive notice by electronic

18  transmission is revoked. However, the association is not

19  liable for an erroneous disclosure of the electronic mail

20  address or the number for receiving electronic transmission of

21  notices.

22         Section 12.  This act shall take effect upon becoming a

23  law.

24  

25  

26  

27  

28  

29  

30  

31  

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 1          STATEMENT OF SUBSTANTIAL CHANGES CONTAINED IN
                       COMMITTEE SUBSTITUTE FOR
 2                            CS/SB 592

 3                                 

 4  Members of condominiums, cooperatives, and homeowner's
    association may consent to receive notice of association
 5  meetings by electronic transmission, such as facsimile or
    email.  Notice of condominium, cooperative, or homeowners
 6  association meetings may be broadcast on a closed circuit
    cable television system serving the association in lieu of
 7  posting a conspicuous meeting notice on association property.
    Condominium associations, cooperative associations, and
 8  homeowners' associations are required to maintain the email
    addresses of their members.  The associations are not liable
 9  for the inadvertent disclosure of their members' email
    addresses and facsimile numbers.  Condominium unit owners and
10  cooperative shareholders may vote by limited proxy to waive
    financial reporting requirements.  Condominium and cooperative
11  associations may charge a reasonable fee for issuing
    certificates detailing the status of assessments against a
12  condominium or cooperative unit.  Condominium associations and
    condominium unit owners may be able to exempt themselves from
13  the requirement to retrofit any common element or units of an
    association with a fire sprinkler system or other enhanced
14  fire protection system, if the condominium association unit
    owners and the local authority responsible for firesafety
15  consent to such an exemption.  Foreign not-for-profit
    corporations may become domesticated in this state using a
16  procedure similar to that set forth for the domestication of
    foreign business corporations.
17  

18  

19  

20  

21  

22  

23  

24  

25  

26  

27  

28  

29  

30  

31  

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