Wednesday, November 22, 2017
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Community Living: Resignations on board raise rule questions

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Resignations raise questions on rules

Q: Our board of directors has had several directors and officers resign over a few months. In each case, the board appointed someone to fill the remaining terms. In the case of the officers, the board elected a new officer. The minutes of the meetings where the director were named, reflect that the motion said that the named directors were to fill the positions of the resigning directors. One of these was later appointed as president. It is my opinion that the business conducted may be invalid because of an invalid quorum and that the motion did not vote on each individual. Your opinion and advice would be very much appreciated.

A: There are sections on this question found in FS 617.0806 through FS 617.0809 and for condominiums FS 718.1124 and HOA FS 720.3053. Some people could say that it is not in accordance with Robert's Rules. However, Robert's says that it would be in accordance with the bylaws. I would add that the statutes override Robert's Rules but you would need to see if your bylaws refer to directors and officers who resign and what the procedures are.

What you are addressing is a splitting of words. If the board did not constitute a quorum because too many directors resigned, then the remaining directors can elect new directors to fill the vacancies. You may not like the wording in the minutes, but it did indicate that a motion was made and was passed. As for the president, there is no requirement that the president be elected or appointed as a director, unless your bylaws say otherwise. There are some problems if the president is not a director but that is mostly procedural. From the information provided, the action was proper.

Management is board responsibility

Q: Our small condominium is over 40 years old. About three units are in foreclosure and about five are rented. I have talked to my neighbors and they are unhappy with our manager. How many rentals are allowable in a condominium? Can you suggest or recommend a reliable condominium manager? Any help would be appreciated. We are owners, not a board member.

A: There is no law that limits rentals. While some lenders look at the occupancy ratio, it is only a lending policy.

As to a referral for a manager, I would first suggest that you talk with the board as management is their responsibility. Management only has contractual obligations and duties as instructed by the board and the management agreement. Keeping in mind that the engagement and termination of management is a board function, the members do not have any right to interfere except to inform the board of their concerns. If you feel so strongly the way the board and management are operating, volunteer to be a candidate at the next annual meeting. If elected as a director, you can review the management contract and their job functions, and suggest changes. Until you understand the board's and management's duties, you need to allow the board to function. You can start by reading your documents and then read the condominium act, FS 718.

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