The operation of an association is governed by the articles of incorporation if the association is incorporated and the bylaws of the association, which must be included as exhibits to the recorded declaration. No amendment to the bylaws is valid unless recorded with identification on the first page of the book and page of the public records where the declaration of condominium is recorded. The Bylaws may provide a method for its own amendment. Thus, it is extremely important that the Bylaws are carefully reviewed to determine if a method of amendment is set forth therein. If it does not, Section 718.112 of the Florida Statutes provides that Bylaws may be amended if the amendment is approved by the owners of not less than two-thirds of the voting interests.
Section 718.112 of the Florida Statutes provides that no provision of the Bylaws may be revised or amended by reference to a title or number of a provision. Instead, proposals to amend existing provisions of the Bylaws must contain the full text of the provision to be amended; new words shall be inserted in the text and underlined; and words to be deleted shall be lined through with hyphens. However, if the proposed change is so extensive that this procedure would hinder the understanding of the proposed amendment than a notation immediately proceeding the proposed amendment may be used instead. The notation shall use substantially the following language: “Substantial rewording of declaration.
See provision ___ for present text.”
Section 718.112 of the Florida Statutes provides that the Bylaws shall contain certain provisions and, if they do not, shall be deemed to include those provisions. In addition, several of the required provisions permit the Bylaws to alter and or modify the requirements of those provisions. The full text of these required provisions can be found at Section 718.112 of the Florida Statutes. The following are some examples of required text:
Officers. The bylaws must describe the form of administration of the association. The title of the officers and the board, as well as the powers, duties, manner of selection, and removal, must be indicated. If no such provision is included, there must be a five-member board of administration with a president, secretary, and treasurer who serve without compensation and at the pleasure of the board. The board may, unless otherwise specified in the Bylaws, appoint other officers and grant them duties it deems appropriate. The Condominium Act does not require individual board members to be members of the association although the Bylaws generally specify such a requirement. No one may serve on the board who has been convicted of a felony unless his or her rights have been restored. The Bylaws may not restrict a unit owner, even a nonresident unit owner, from being a candidate for the board. The Bylaws may provide that board members will be compensated, but they must serve without compensation unless the Bylaws provide otherwise.
Minimum Voting Requirement for Elections. At least twenty percent of eligible voters must cast a ballot in order to have a valid election. If an insufficient number of voters participate, the board members may remain in office until a successor is qualified and elected. Elections for Board Members must be by secret ballot. Section 718.112 (d) (3) of the Florida Statues specifically states that there shall be no quorum requirement regarding the election of members of a condominium board of directors. Additionally, in computing votes, proxies shall not be used in electing members of the Board of Directors.
Quorum Requirements. The percentage of voting interests required to constitute a quorum at a meeting of the members is a simple majority unless there is a Bylaw designating a lower percentage for quorums. A simple majority is 50% plus one vote. Decisions may be made by the owners of a majority of the voting interests represented at a members meeting with a quorum, unless otherwise provided in Chapter 718 of the Florida Statutes, the Declaration, Bylaws, or Articles of Incorporation.
Proxies. Except as specifically set forth in Section 718.112 (2) (b) 2, unit owners may not vote by general proxy, but may vote by limited proxies. Limited and General Proxies may both be used to establish a quorum. Limited proxies are to be used for: (a) votes taken to waive or reduce reserves; (b) votes taken to waive financial statement requirements; (c) votes taken to amend the declaration; (d) votes taken to amend the Bylaws or Articles of Incorporation; (e) Votes taken on any other matter for which 718 requires or permits a vote of the unit owners and for which proxies are not prohibited.
Annual Meeting. The law requires the association to have an annual meeting and to post conspicuous notice of it fourteen days before the meeting. The notice of meeting must be sent by mail to each unit owners, unless a unit owner waives in writing the requirement.
Requirements for Board Meetings. The Bylaws must include the following provisions regarding meetings of the Board of Directors : (a) board meetings and committee meeting at which a quorum is present must be open to all owners; (b) owners must be allowed to tape-record and/or videotape meeting of the board; (c) owners must be allowed to speak at meetings on all designated agenda items, but associations may adopt reasonable rules governing frequency, duration, and manner of owner statements; (d) notices of meeting must specifically incorporate an identification of agenda items; (e) for meetings at which non-emergency special assessments or amendments to rules regarding unit use will be proposed, discussed, or approved, notice must be mailed or delivered to unit owners and posted conspicuously on the condominium property not less than 14 days prior to the meeting.
Transfer Fees. Associations may wish to charge a transfer fee for the sale, lease, sublease, mortgage, and/or transfer of a condominium unit. The Association may only charge a transfer fee if the fee for approval is set forth in the declaration, articles, or bylaws of the condominium and the association is required to approve of the transfer under the applicable Condominium Documents. If so provided in the documents, the fee may be preset, but may not exceed $100.00 per applicant. (A husband and wife or parent and dependant child are considered one applicant). No fee may be collected if the lease or sublease is a renewal with the same lessee or sublessee.
Optional Provisions. The Bylaws may also provide for (a) a method for adopting and/or amending rules and regulations; (b) restrictions on and requirements for the use, maintenance, and appearance of the unites and/or common elements; (c) other provisions not inconsistent with 718 of the Florida Statutes or the declaration.
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