no annual meeting no elections

Charles,

You don't need a florida statute to help you here.

The Board is voting whom to appoint.
It's a decision just as with any other decision a board must make.


Great, more candidates to choose from.
I say, let whomever wants to participate to inform the Board.


You appoint by majority vote (as with all decisions the Board makes).


Why must the be considered in order?

I see two options:

1) Have a ballot for each position with all the names on them.
2) Have a ballot for all positions with the sitting board voting up to 5 individuals.

Those who have the most votes (which must also include a majority of the sitting Board) are appointed.
If you don't have enough who received at least a majority - you remove those who had none and vote again.
If you have a tie, you have a runoff vote.

Example:

There are 5 directors voting.
3 votes = majority (minimum to win)
5 seats, 10 candidates

First vote:

Candidate A has 5 votes
Candidates B & C has 3 votes
Candidates D, E & F have 2 votes each
Candidates G,H,I have 1 vote each
Candidates J had zero votes.

Candidates A, B, C are appointed (they had the most votes with at least a majority)
Candidates D through I are on the next ballot for the two remaining seats
Candidate J is not on the ballot as they received no votes.

OR

Candidates A, B, C are appointed (they had the most votes with at least a majority)
Candidates D through F are on the next ballot as a runoff election for the two remaining seats
Candidates G through J are not on the next ballot

Jeff is referring to FL 720.306 (9)

I believe that you missed the part Charles posted specifying that no business was conducted because there was no quorum.
Had there been a quorum and business could be conducted, then with an equal number of candidates as open seats, an election is not required.
However, without a quorum, business was never conducted - hence appointments are necessary.

I did not miss it. One interpretation is that the annual meeting for the election has come and gone, and the election did not take place due to lack of quorum. Since there were five candidates for five positions, and an election is not required, and an election did not take place, then those five are now directors. Business at the annual meeting does not need to be conducted to have those five become directors, since an election is not required.

The trouble is that the waters were muddied by conducting an election, even though not required.

I also like your interpretation.

If I were on this board, I would hold a board meeting to accept the five candidates as directors (no election needed) and also appoint the same five as directors just in case. This way the election/appointment is not likely to be challenged since both situations are covered, and they get out of a mess.

I'll just link this 2015 article re. Florida HOAs, quorums and elections. It likely does not matter that no business was conducted at the annual meeting, such business that would normally include an election of directors, since changes to FS 720.306(9)(a) state that "An election is not required unless more candidates are nominated than vacancies exist."

My non-lawyerly interpretation is that the 5 people who indicated their intent to run for the board should now be directors. It matters not that there was no election because none was required. And since no election was required, it matters not that there was no annual meeting at which business was conducted. Don't quote me on this but I believe there have already been cases arbitrated in Florida that back up this interpretation.

Here's another article on the web (same source as above) that further backs up that interpretation.

Get legal advice from a licensed FL attorney if you feel it necessary, but opening up the process to additional wannabe directors may be improper. I think you have 60 days to file for arbitration of an HOA election dispute in Florida.

Interesting decision (on the second article).
I also see that the Board failed to respond a couple of times (which may have led to such a decision).

I would have argued that Per FL 617.0803, directors are to be elected according to the Bylaws. Without reading the Bylaws of that Association I would expect the following:

1) That elections are to be held at the annual meeting
2) Members may nominate from the floor.

With those expectations, I would then argue that FL 720.306(9)(a) provides options and not absolutes. In summary:

A) Corporate statutes specify that Elections are to be held in accordance with governing documents
B) FL 720.306(9)(a) also specifies that "Elections of directors must be conducted in accordance with the procedures set forth in the governing documents of the association."
C) Governing documents specify Directors are elected by the membership at a meeting called for that purpose (or appointed by the Board)
D) Granted, FL 720 also says that "An election is not required unless more candidates are nominated than vacancies exist." However, the Board interprets this as advisory, since the same section of statute also specifies in it's first sentence that elections are to be held in accordance with governing docs and the governing docs specify Directors are elected at a meeting of the membership. Additionally, without a quorum allowing business to be conducted, there is no way to know if, or how many, members would nominate themselves from the Board.

Again, without reading the governing documents, it's difficult to know if such an argument could be valid. However, I do believe that the Boards failure to respond in that case also was a determining factor in the decision. Without having access to the actual court documents and only seeing the decision, I believe that arguments could still be successful either way.

In the "Romano, Rosenman v. Emerald Preserve-Sumerlin Homeowners Association, Inc." decision - linked to the PDF found in the corrected link posted above - the arbitrator says, "Thus, Chapters 617 and 720 expressly yield control of elections to the provisions of the governing documents," and the governing documents do count for an awful lot in Florida HOA elections. The upshot, I think, is that the governing documents have to explicitly disallow nominations from the floor at the members meeting where the election is to be held in order for the "No Election Required" language of the statute to apply.