Revocation of Motions carried

Located in Florida and governed by FS 720 - We are townhomes - 68 in number. Have a Board with an inadequate President and the VP is well. let's just say not a lot of merit. I know that sounds harsh but it adequately describes.

Couple of questions

If there is a motion, it is voted upon the motion passes 2 to 1. Some board members not present had issues with the motion but were not present. They wish to revoke the carried motion (motion was to postpone committee meeting and have the meeting in the near future.) Minutes showing the motions, vote and carried will not be approved until next Board meeting Jan. 29th. Are the motions (there were 5 motions made in that meeting) revocable?

Roberts Rules of Order.....we have what could be termed Covenants and Restriction but that is term is loosely applied. We have no rules which direct us is there are an even number of directors voting. If this is the case, does the President, also a voting member, abstain from voting?

Thanks for your comments and knowledge.

This is from the Becker Law Blog in Florida. I'm quoting the whole thing as published.
Directors Voting – Dispelling Myths
By David G. Muller Posted on June 20, 2019
Becker Law Blog
Every director who sits on the board of a homeowners association gets a voice in the operations of the association. The questions I receive are more about how that voice is exercised through a vote. For instance, some directors travel quite a bit, whether for work or play is irrelevant. The directors however are entitled to notice of the board meetings and can participate by telephone, casting their vote via phone at the time of the meeting. But what about voting by proxy in an HOA, is that allowed? No, the Homeowners’ Association Act specifically prohibits a director from voting via proxy on matters that come before the board. Similar prohibitions exist in the Florida Condominium Act and the Florida Cooperative Act, so it is important to keep this in mind.
What about the president of the board, can they only vote to break a tie? Most community association bylaws require the president to be a director. Often the president serves as the chairperson of the board of directors’ meetings. As a director, the president also participates as a member of the board during board meetings.
Although Robert’s Rules of Order and similar parliamentary guides provide that the chair only votes in the event of a tie, even if the bylaws incorporate Robert’s Rules, state law supersedes the procedural guidance from these manuals.
Under Florida law, directors who are present (in person or by phone) and attend meetings where action is being taken, are presumed to have agreed with such action unless the director votes against the issue or abstains from voting. So, as a director, the president gets one vote which should be cast on the issue at hand in the same manner as other directors. In other words, regardless of there being a tie.
In the rare instance where the president is not also a director (I don’t recall ever having seen this), he or she would not be able to cast a tie-breaking vote since only directors are permitted to vote.
Lastly, what about email votes by directors – are those permitted? Before July 1, 2018 email voting by directors in the homeowners association setting was permitted. Since then however the law changed bringing the Homeowners’ Association Act in line with the requirements contained in the Condominium Act and the Cooperative Act.

Before this year we had a president who was functionally illiterate. Seriously. It's not harsh if it's the truth. It's harsher against the rest of the board and the homeowners who allow the situation to persist.


Then they should have showed up at the meeting. Did they get notice of the meeting? They should have.


Probably they are, at a duly noticed board meeting. There's no reason a special board meeting can't be called with 48-hours advance notice.


They should not be loosely applied. Directors have a DUTY to uphold them. FS 720.305 says,

"Each member and the member’s tenants, guests, and invitees, and each association, are governed by, and must comply with, this chapter, the governing documents of the community, and the rules of the association."

It's not even remotely acceptable that the governing documents are "loosely applied". Roberts Rules aren't really relevant there.


The president, like every other director, should always vote unless there's a conflict of interest or some other reason for a director to recuse themself from a vote. The statutes are silent on having an odd number of directors in order to avoid tie votes. A tie is a tie and a motion does not carry on a tie vote.

Good luck to you because it sounds like you have a lot of problems and I think the business about when a certain committee will meet is the least of them. Much of what you describe could be said about my own HOA. You can gather support from your neighbors and right the ship if there are enough of them. That's easier said than done in many cases, though.

“Restorative” motions can be made by:
Recinding the motion, which needs a 2/3 vote of the board
Reconsidering the motion, which needed to be done the next day.

I did look up.

A motion to reconsider is done at the SAME meeting.

A motion to rescind can be done at a later meeting, as long as nothing as been carried out.

Signatures of all directors must be obtained before action can be official. In our association, the action must be ratified by board at its next meeting.
Now, I need to go read the statute to remind myself if electronic signatures are admissible - my gut says no.

From a corporate law perspective: the board just rescinds its prior approval. That is done by voting to rescind the approval, and the vote would pass just like any normal vote would pass. Then record that in the minutes.

Only available to homeowners when there's a homeowner vote required for something. Boards of Directors are not permitted any Action Without a Meeting. All business must be conducted at a board meeting.

Voting by email or taking action without a meeting deprives the members of the right to attend the board meeting at which the action was approved.

Whether or not the board or owners can do an "action without meeting" depends on the terms of state law and the HOA's governing documents.

Typically, for "real" corporations, actions without meeting can be done by boards and owners, but board "actions without meeting" often must be unanimous, but owner "actions without meeting" often do not have to be unanimous.

For real?

That is the basis of corporation law. I read the statues and it says UNLESS. I would be hard pressed to find a set of Bylaws in Florida, or any other state that doesn't allow Action Without a Meeting.

FS 720 takes precedence over FS 617.

2013 attorney blog postFS 720 says directors cannot vote by proxy or cast secret ballots. That's exactly what an action without a meeting is: a secret vote.

No, an action without a meeting is definitely not a proxy or a secret ballot.

It's not a proxy because it doesn't involve the director letting someone else vote for the director- to the contrary, it's a written document showing that the director himself or herself approved something.

It's not a secret ballot because it's not secret- to the contrary, it's a written document showing that the director approved something.

I hope that your HOA counsel isn't telling you that actions without a meeting are not allowed, at least for the board. If so, fire that HOA counsel.

NOT EVEN CLOSE BUD!