Condominium Associations

Most associations should have 5 directors

We see a few Condominium or Homeowners’ Associations with only three directors serving a one year term and some larger Associations with seven or nine directors.

There is a benefit to larger Master Homeowners’ Associations, with many neighborhoods and condominiums, to have many directors so that each of the various sub-communities have a representative on the master board.

However, for the vast majority of Associations five directors is the best number because you can obtain a quorum of the board and have a board meeting if only three directors show up.

Some smaller Associations say it is difficult to get more than three directors because of apathy in the community. However, having only three directors can be a major problem because a quorum is then only two directors. Then, if two directors meet at the pool, in the social room, in each other’s units, or on the telephone and discuss Association business, such acts could be considered to be an illegal board meeting. Under the Florida Sunshine Laws contained in the Florida Statutes, when a quorum of the board meets and discuss Association business (in this case two directors), the meeting is considered an official board meeting and must be noticed at least 48 hours before the meeting and the meeting must be open to all the members. This of course could be a real problem when the two directors believe they are just getting together socially, to play golf, or just to talk on the phone.

To avoid such a Sunshine Law problem, having five directors is much better because it then takes three directors to get together discussing Association business to have a quorum and therefore a board meeting.

Next is the issue of having one year terms of director verses two year staggered terms. With a five member staggered board, three directors will be elected one year to serve two year terms and two directors will be elected the following year to serve two years terms then and so on and so on.

The beauty of staggered terms is that you will get a continuation of service and directors with knowledge of Association business staying on the board each year which allows for a much smoother operation of your Association year to year and the new board not having to reinvent the wheel every year.

If your Association does not already have five (5) directors with two year staggered terms and you want to move to this set up, you will probably have to amend your Association’s Bylaws to provide for such.

Some of you may be aware that a new law was passed last year imposing eight year term limits on Condominium Association directors. There were differing opinions as to whether the eight years included years served before the law become effective 7/1/19 or only years served by directors elected after 7/1/19.

The division of condominiums in Tallahassee finally have said that they see the law, as do most Condominium attorneys, is that it provides that the eight years term limit does not start until a director is elected, or starts to serve, after 7/1/19 no matter how many years the director may have served before 7/1/19. It is difficult for many Associations to find good members willing to serve on their Association’s board. Therefore, hopefully the Legislature will be wise and repeal this eight year limitation before 2026 when some good directors may start reaching their eight years max.

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Rob Samouce is a principal attorney in the Naples law firm of Samouce & Gal, P.A. He is a Florida Bar Board Certified Specialist in Condominium and Planned Development and concentrates his practice representing condominium, cooperative and homeowners associations in all their legal needs including the procedural governance of their associations, covenant enforcement, assessment collections, contract negotiations and contract litigation, real estate transactions, general business law, construction defect litigation and other general civil litigation matters. This column is not based on specific legal advice to anyone and is based on principles subject to change from time to time.