Florida HOA Election of Director at Special Meeting

I have a book "The Law of Florida Homeowners Associations" by Peter M. Dunbar, Esq and Charles F. Dudley, Esq. which states in the chapter on the methods of election and selection of directors "The first and most common, is by election to the board by members of the association at an annual or special meeting"

There's not detailed procedure in the HOA Governing Docs in regard to elections and I can't find anything in statute which refers to elections at special meetings. Can anybody advise whether the book is correct in this regard? Are there any circumstances when an election may be held at a special meeting if the HOA governing documents do not specifically allow this?

John,

Typically, Directors are elected at the annual meeting.

A Director could be elected at a special meeting of the membership when:
1) The members recalled the existing board and needs to elect new members
2) The Board, or the governing documents, has the membership elect individuals to fill a vacancy

JohnL, are you certain that your bylaws say nothing about electing directors? One place to get more info is in your states corporations codes assuming your HOA is a corporation (most are).

As others have noted, the election of directors is usually in the form of an annual meeting of the members (i.e., homeowners). This annual meeting is not a "special" meeting as it's in most HOAs' bylaws. An example of a special meeting of the members would be a specula meeting to recall one or more directors--I don't think you're talking about that, right JohnL?

How did your current board get elected?? How did owners vote?? When did your last election occur? How many directors are there or should there be on your Board?

FL has very detailed statutes about HOAs. Others from FL will reply with help. They probably will want to know if your HOA is condos or not as, I believe, there are two sets of statutes and you must read the right ones for your type of HOA.

Looking at something else now:

If you read FS 720.306

ANNUAL MEETING.--The association shall hold a meeting of its members annually for the transaction of any and all proper business at a time, date, and place stated in, or fixed in accordance with, the bylaws. The election of directors, if one is required to be held, must be held at, or in conjunction with, the annual meeting or as provided in the governing documents.

This appears to give 3 options for the election of directors:

1) at the AGM
2) In conjunction with the AGM
3) As provided by the governing docs.

Assuming the governing docs do not describe the election of directors and there is no quorum achieved for an AGM then shouldn't there be an election held in conjunction with the AGM if the terms of directors have expired?

If not, can anybody explain when "In conjunction with the AGM" should apply? It's been put there for a reason.

Thanks Tim.

I would have same question. Also, are your terms staggered and if so what is term for this director?

Because you are in FL I am surprised your docs do not outline a procedure … have not heard of that happening much in FL … LOL

JohnL:

I am having a difficult time with your response understanding exactly what your main issue is especially when you have not answered many of the questions asked by individuals on this forum.

Trying to remove 2 directors from the board. Achieving 50% support is unlikely because of apathy. 25% have called a special meeting for an election but this might not succeed. Doing this now will avoid an expensive lawsuit.

I'm now looking at historical procedural issues to see if an election can be ordered by the State Arbitrator as I've seen a decision where this happened.

Your time would be best spent convincing people to attend the meeting or getting a proxy ( if allowed) from enough individuals to meet or exceed your goals.

Thanks again for all help.

We are trying to achieve greater than 50% support. Waiting for an election at the next AGM will not avoid costly litigation which is imminent and will go away if the directors are removed.

>The issue you have is if enough people do not want change and vote for change then why should a court or arbitrator over rule the majority

The arbitrator would not be overruling a majority - they would be ordering an election and a majority would vote for the directors to be removed.

If anybody can give an opinion on the question I ask above re. the annual meeting dates then it would be appreciated.

Should be developer not devote ... Darn that auto spell check that changes words and thinks it is smarter than user

>You are missing or ignoring the point ... Why would an Arbitrator order an election to recall directors when owners can do that themselves following proper procedures

No, not for a recall, for an election due to a procedural irregularity. An election only requires a quorum of 30% whilst recall requires 50%, therefore an election is preferable and can be held sooner.

I can't find the arbitration decision where an order was made because of an irregularity but this decision (http://www.myfloridalicense.com/dbpr/lsc/arbitration/allorders/2010062551.pdf ) refers to another decision where such an order was made.

This one looks as though it might be relevant but I haven't read through it properly yet:

http://www.ccfjfoundation.net/DBPRarbrulingHOAelection.html

John
I think Janet is correct. I scanned the two arbitration cases that you provided. In both, the BOD had already held a vote and the petitioners were challenging the legitimacy of the process. There is no indication in these cases that mandatory arbitration would apply to your situation.

I think you missed my point. The fact that the meeting was off by a month, in and of itself, doesn't count for much. Demonstrate that someone's specific rights were impaired by the 1-month difference and maybe you have something.

Keep in mind: No harm no foul.

Here is a chart from this case (decided in 2010) that identifies how the 5 board members got to sit in each of the 5 seats:

Seat 1st Term Expired 2nd Election Results 2nd Term Expires Current member status
1 2011 No election yet 2014 Appointed
2 2009 No quorum 2012 Holdover
3 2011 No election yet 2014 Appointed
4 2010 Election 2013 Elected
5 2009 No quorum 2012 Holdover

Note that only seat #4 was filled via election. The other seats were filled by either Holdover or Appointment.

The arbitrator decided that this result violated the HOs' right to ELECT their board members.

Your situation is different. You want an arbitrator to mandate the REMOVAL of board members. Sorry - not in the cards. Your rights to an election have NOT been violated, which appears to be the core problem that mandatory arbitration was set up to remedy.

Didn't work as expected again. But I think you can figure this one out.

Oh absolutely. I'm sure that FL has thousands of arbitrators chomping at the bit, just waiting for the opportunity to rule that a November notice instead of a December notice destroyed essential rights to an election. And I'm sure that FL is willing to throw the hundreds of thousands of dollars that it will take to finance a system that will force arbitration on any complaint no matter how trivial. And I think you should be awarded a gazillion dollars for your pain and suffering. Good luck, my friend.

On the other hand, you say you understand the concept of No harm, no foul. Yet you keep coming back time and again with the same question in a slightly different form, without ever answering the question: What's the big deal? How were you injured? So I ask you again - What was the injury that you experienced?

So far, the only answer you have given is that there a 2 bad guys on the board that you want to get rid of. All you have demonstrated is that you want someone else to do your bidding instead of doing the work yourself - following the removal procedures that are available to you IF YOU CAN GET THE SUPPORT OF ENOUGH MEMBERS OF YOUR COMMUNITY.

NpS,

I've given you one example of ways that hos' rights have been violated and for some reason you want to pass opinion as if you understand the whole issue.

I asked for views on whether the 2012 AGM was properly held, that is all. Please don't jump to conclusions as to whether that is the only issue. If I wanted your opinion on the wider issues I would have provided you with all the details and asked, but then the anonymity I require would be at risk.

Thank you for your help.

JohnL

I get the impression that right or wrong, you are searching for ways to get rid of several BOD Members when you do not have enough fellow owner support rather then "win" an election.

If you cannot muster enough people/support to win an election, right or wrong, is this not telling you something?

Thank you John. You have confirmed that my impressions were accurate. You are looking at arbitration because it can be quicker and cheaper than your other options. You see the scope of deficiencies that can be resolved through arbitration as quite broad. But the only defect you offered us was that notice was made in Nov 2012 instead of Dec 2012.

Tim identified a potential statutory requirement that you could rely on if there were too many days between the 2012 notice and the 2012 meeting. I identified that your 2012 claims are moot if a subsequent election was held. And I gave the example of a two year term and a three year term.

I don't think it would be difficult for you to provide us with the 3 simple answers - how many days between the Nov 2012 notice and the 2012 meeting? - Were subsequent elections held and when? - What is the term of office for your directors?

Because you haven't provided us with the simple and straightforward answers to these 3 questions - and because I can see no way in which the answers to these 3 questions could compromise your desire for anonymity which you hold so dear - I can only conclude that the answer to these 3 questions don't work to your favor and therefore you don't want to tell us.

You say that you have 30% support from half your membership but expect less support from the other half. With those numbers, it is highly unlikely that you will be able to pull off a recall.

There are many stories on this site from people who turned their boards around through the normal election process in the face of severe apathy and bad board behavior. Apathy is nothing new to any of us. And your statement the there is no guarantee that your Dec 2015 election will be fair is so general that it's worthless in a true dialog - Everyone who doesn't trust their board has the same concern.

So once again, you offer nothing concrete for us to respond to. And that is what I find to be the greatest deficiency in all of your postings - You wind up making speeches again and again and telling us that we don't know the real facts that you won't tell us - And you don't answer 3 simple questions - which happen to be the 3 questions that specifically address your chances in your quest for cheap and quick arbitration success.

If I understand you correctly John, all 5 board seats are for a 3 year term and you don't have staggered terms in office.

While I don't think there is anything improper with this, it forces you as a HO to sit and wait three years to implement change.

Many of us believe that staggered terms are good because old members can help with legacy matters while new members can provide fresh ideas.

Even if your other approaches are unsuccessful, it should be comparatively easy to get HOs to agree to adopt staggered terms. Maybe 2 seats one year, two the next, and one the next. At least that way, you would have the opportunity to get some new faces on the board - and there should be minimal controversy.

I agree with NpS on staggered terms. However, accomplishing this type change is much easier when you have a majority of BOD that the homeowners like and respect. You will also need some who would be willing to serve a little longer in order to stagger terms that were not initially set up in this manner. It will take a group of board members with high integrity and who consider the best interest of all owners above any personal interests to accomplish.

John:

While I can greatly understand your passion I have to agree with NpS on many of his challenges to your statements. You stated that others in your association have hope for the future results and which you lack. I would say that you need to potentially jump on their band wagon and start spending more of your time gaining support from more of your fellow homeowners. If you have a number of overseas owners … then draft a very comprehensive letter detailing everyones concerns and how you all believe for the best interest of all owners what needs to take place this year and at the next election. If you can establish a good relationship with these owners prior to the end of the year, then prior to next election maybe they will be willing to give you a proxy to help achieve you and fellow homeowner goals.

You are potentially spinning your wheels on a time consuming option you believe is better even though if you succeed would take many months to accomplish (especially when you have elections coming up end of this year)… when you may have a better less time consuming option and which could be more beneficial in the long run by generating less apathy and bringing more owners together to build a better future for everyone.

If it was me I would look for and line up individuals qualified and willing to run for the BOD positions the end of 2015 and make damn sure the team working on that project had all the votes and proxies necessary for success. I would contend due to your time frames that would be the most beneficial choice in the best interest of all owners for moving forward.

We all need to have faith in the due process ;). Good luck to your team and should hopefully prevail if in the right and majority agree.

Hi all,

We are still pursuing replacement of 3 of the current directors and have not managed to achieve the 50% + 1 support required after the first phase of letters sent to Association members.

We intend to follow up but there's only so much you can say in a letter and the 3 directors who are running the show have sent an email to all homeowners claiming that we are misleading members. We do not have the same access to those email addresses, so will obviously find it difficult to present our case.

As I mentioned earlier there are many overseas owners which makes it even harder.

We have asked for the email addresses of owners but have been refused.

Perhaps of some relevance, the decision by the BOD to send the email (which included several misleading comments) was taken without a board meeting and without written approval of all Directors.

Any comments or help would be appreciated.