HOA Q&A: Can the size of the board of directors be changed?

Editor’s note: Attorneys at Goede, DeBoest & Cross respond to questions about Florida community association law. With offices in Naples, Fort Myers, Coral Gables and Boca Raton, the firm represents community associations throughout Florida and focuses on condominium and homeowner association law, real estate law, litigation, estate planning, and business law.

Q: Is it possible to change the size of the Board from seven directors to five directors? --Naples

A: Yes. The procedure is in the Florida Not-for-Profit Corporations Act, which governs condominium, cooperative, and homeowners’ associations. Section 617.0803(2) states the following: 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.

If no procedures are contained in the articles or bylaws, the size may be changed by amending them. Amendments to the articles or bylaws must be pursued in the manner provided therein, which in most cases requires proper notice to all owners of the revised text and 14 days’ notice of a membership meeting.

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Q: Do working board meetings, such as setting the annual schedule of maintenance, preparing for the budget, reviewing bids, etc., require all owners be invited or can the board have these types of meetings?

A: As a general rule, owners are entitled to attend and speak at all Board meetings. It is the prevailing opinion of community association attorneys that if a quorum of directors is together discussing association business, a Board meeting is occurring. Per Florida law, notice of Board meetings must be posted conspicuously on the property at least 48 continuous hours before the meeting, except in an emergency. Board meetings are open to the owners, who also have the right to speak at Board meetings with reference to each agenda item.

There are two exceptions to the general rule, namely, 1) certain meetings between the Board and the association’s attorney, and 2) Board meetings held for the purpose of discussing personnel matters. All other Board meetings are open to attendance by the owners, regardless of whether the meeting is a “workshop” or a “pre-meeting”. If a quorum of the directors is present discussing association business, a Board meeting is occurring.

Lee-Anne Bosch, Esq., is a Shareholder of the Law Firm of Goede, DeBoest & Cross, PLLC.  Visit www.gadclaw.com or to ask questions about your issues for future columns, send your inquiry to: question@gadclaw.com .  The information provided herein is for informational purposes only and should not be construed as legal advice.  The publication of this article does not create an attorney-client relationship between the reader and Goede, DeBoest & Cross, or any of our attorneys.  Readers should not act or refrain from acting based upon the information contained in this article without first contacting an attorney, if you have questions about any of the issues raised herein.  The hiring of an attorney is a decision that should not be based solely on advertisements or this column.

This article originally appeared on Treasure Coast Newspapers: HOA Q&A: Can the size of the board of directors be changed?