
Q: During our recent condominium association board meeting, we received questions about how the number of board members impacts our effectiveness. Is having an odd number of members important to avoid tie votes? And, does having an even number, whether due to vacancies or not, create challenges for decision-making? (S.W., via e-mail)
A: Section 718.112(2)(a) of the Florida Condominium Act sets the default size at five members, unless the condominium has five or fewer units, in which case the board must have at least three members.
Most condominium bylaws fix the size of the board. I have seen some bylaws that say something like “the board shall be between 3 and 7 members.” However, a 2009 arbitration decision from Florida’s regulatory agency interpreted a similar bylaw provision to default to a five-member board.
While subsequent decisions have upheld “sliding -scale” sized boards, the manner of implementing them is very complicated. For that reason, I recommend that the bylaws fix the size of the board. If there is sentiment to increase or decrease the board’s size, bylaw amendments are usually not very complicated or difficult to achieve.
In my experience, three directors is the low end (and the minimum permitted by law), and 9 is the high end (though I have seen a few larger boards, particularly in “master association” situations). I would say the “middle of the bell curve” is five or seven board seats, although the ideal board size may vary, and there is no magic formula.
Having an odd number of members can prevent deadlocks, is the norm, and is what I typically suggest if asked. The quorum requirement is also a factor. The quorum requirement for a six-member board is four, the same as for a seven-member board, so having one extra person available to participate makes quorums more likely.
While there are certainly exceptions to this rule, my overwhelming experience is that most condominium association board decisions are made by unanimous or near-unanimous consent, and I do represent a number of associations with an even number of board members, and they seem to manage it. Remember, however, that a tie vote does not carry a motion.
I have also found that having a “staggered term” for the directors is beneficial and, again, more common than associations electing all directors for a one-year term. The most common method of establishing this protocol is to have two-year terms. For example, if you had a five- member board, three seats would come up one year for election to a two-year term, two seats would come up the following year for election to a two-year term, three seats the following year, and so on.
Q: Can a condominium association board approve a budget without a vote? In my association, the 2025 budget was sent around to the directors and they just “signed off.” Is this legal? (G.M., via e-mail)
A: No.
The Florida Condominium Act requires the association to adopt the annual budget at least 14 days before the start of the association’s fiscal year. Assuming the board is the entity empowered to adopt the budget, which is by far the most common practice (some older documents require unit owner approval of the annual budget), the law specifically requires board meetings to consider the proposed annual budget to be open to all unit owners.
At least 14 days prior to such meeting, the proposed annual budget must be hand-delivered, mailed, or electronically transmitted (if the unit owner has consented in writing to electronic notice) to each unit owner, along with notice of the date, time, and place of the board meeting to adopt the budget. That notice must also be posted on the condominium property 14 days in advance.
Joe Adams is an attorney with Becker & Poliakoff, P.A., Fort Myers. Send questions to Joe Adams by e-mail to jadams@beckerlawyers.com. Past editions may be viewed at floridacondohoalawblog.com.