Can HOA Management appt HOA Board?

We had our annual meeting a few months ago to elect HOA Board. We did not meet quorum so no business was conducted. The HOA Management company is now stating the homeowners that ran for the board will automatically be on it for this next annual year. Our Bylaws clearly state we need quorum and an election. However the management company is stating Florida statues overrides that. All Florida Statues I find also support our bylaws with quorum and voting required. Who is right? If someone is just placed on the HOA board without vote, that seems very biased and unfair to our community.

This is a gated single home subdivision. Thank you!

The Management company said their decision is based on attached. Only 2 people ran for the board so the management company said they are automatically on the board without quorum. However our HOA calls for 3 people on the board so the management company said these two defecto people can now choose anyone they would like to add as the 3rd representative. Seems very strange.

I stand at least partly, though significantly, corrected. The manager is quoting FS 720.306 (9), which states in part:

720.306 (9) If an election is not required because there are either an equal number or fewer qualified candidates than vacancies exist, and if nominations from the floor are not required pursuant to this section or the bylaws, write-in nominations are not permitted and such qualified candidates shall commence service on the board of directors, regardless of whether a quorum is attained at the annual meeting.

Do your HOA's Bylaws require that nominations from the floor be offered?

When a bona fide conflict between FS 720 and FS 617 occurs, FS 720 prevails. This is because FS 720 is more specific to HOAs than FS 617 is.

More from 720.306 (9):

Elections of directors must be conducted in accordance with the procedures set forth in the governing documents of the association. Except as provided in paragraph (b), all members of the association are eligible to serve on the board of directors, and a member may nominate himself or herself as a candidate for the board at a meeting where the election is to be held; provided, however, that if the election process allows candidates to be nominated in advance of the meeting, the association is not required to allow nominations at the meeting.

CrysalL2, that candidates were allowed to be nominated in advance of the meeting seems clear to me. My opinion now is that the manager is correct that the two people who ran are automatically on the board. Subsequently the board fills any vacancy on the board that occurs due to resignation, death, moving et cetera, until the next annual meeting.

-- I would double check the bylaws for what the bylaws say about how many directors serve.

-- I would check the HOA's Articles of Incorporation to see if they state how many directors there shall be.

-- In the hierarchy of a HOA's governing documents, the Articles of Incorporation trump the Bylaws.

-- I see nothing in FS 720 about a minimum number of directors.

-- FS 617 states there must be at least three directors as follows:


617.0803 Number of directors.—
(1) A board of directors must consist of three or more individuals, with the number specified in or fixed in accordance with the articles of incorporation or the bylaws.
(2) The number of directors may be increased or decreased from time to time by amendment to, or in the manner provided in, the articles of incorporation or the bylaws, but the corporation must never have fewer than three directors.
(3) Directors shall be elected or appointed in the manner and for the terms provided in the articles of incorporation or the bylaws.