Q. We are a co-op resident–owned park, with a board consisting of seven members. Our problem is that six out of those seven board members are seasonal residents, which leaves just one board member on-site for part of the year. While the rest are gone, the park still functions 24/7, and many decisions must be made during this time. I attended a Community Associations Institute (CAI) Q&A session and was informed that we could not communicate by mass email to make board decisions. So I have two related questions: 1) Can we use personal email to vote on an issue if we just send them to maybe two board members at a time? And 2) What can we do that will allow our board to make decisions while the majority of the board is seasonal?
A. “On the first question: Because many owners of homes in the state of Florida often retain ownership of their home up north and continue to reside there for much of the year, Florida boards of directors oftentimes find themselves without the ability to meet as a group and discuss the problems facing their community,” says attorney Eric Glazer of the firm Glazer & Sachs in Fort Lauderdale. “As the use of email has exploded over the years, board members want the ability to at least communicate with each other by email, and perhaps even vote on issues by email.
“The law now allows directors to communicate by email but they still cannot vote by email. A vote on a matter must occur at a properly noticed meeting. The cooperative statute also specifically states: ‘Directors may not vote by proxy or by secret ballot at board meetings, except that officers may be elected by secret ballot. A vote or abstention for each member present shall be recorded in the minutes.’ It is clear from this provision that voting is to occur ‘at board meetings’ and not through any other means. In fact, the vote at the meeting is to be recorded in the minutes.
“For the second question, living away from the community is no longer an excuse for failing to attend board meetings if you are a board member. The cooperative statute states: ‘When some or all of the board or committee members meet by telephone conference, those board or committee members attending by telephone conference may be counted toward obtaining a quorum and may vote by telephone. A telephone speaker shall be utilized so that the conversation of those board or committee members attending by telephone may be heard by the board or committee members attending in person, as well as by unit owners present at a meeting.’