Q: How long must a 50-year-old condominium retain the minutes of the board of directors’ meetings? (K.B., via e-mail)
A: Section 718.111(12)(a) and (b) of the Florida Condominium Act requires that the minutes of all meetings of the condominium association, including meetings of the unit owners and meetings of the board of directors, be permanently maintained by the condominium association from the inception of the condominium association as part of the official records. The law was amended in 2018 to impose the perpetual record keeping requirements for minutes. Prior to that time, the law required minutes to be kept for 7 years.
This permanent record retention rule also applies to the plans, permits, warranties, and other items provided by the developer as part of turning over control of the condominium association to the unit owners. The law also requires the association to permanently keep a photocopy of the recorded declaration of condominium and subsequent amendments, a photocopy of the recorded bylaws and subsequent amendments, a certified copy of the articles of incorporation, or other documents creating the condominium association, and subsequent amendments, and a copy of the current rules of the condominium association.
In general, condominium associations must maintain all other records for a period of 7 years. There are a few exceptions in the statute, such as bids and meeting voting documents, which only have to be retained for one year.
Section 720.303(4)(f) of the Florida Homeowners’ Association Act, by comparison, provides that minutes of all meetings of the board of directors and of the members are to be retained by the homeowners’ association as part of the official records for at least 7 years.
Q: Recently the board of directors for my homeowners’ association voted at a board meeting to increase the size of the board from 3 to 5 at the upcoming annual meeting. Is this something that the board is permitted to do, or would this require a membership vote? (B.C., via e-mail)
A: Depending on the language of the governing documents for the association, the board may very well have the authority to change the size of the board, at a board meeting, without membership approval. Typically, the bylaws of the association will specify how many members are to be on the board of directors and how the number of members is set. Some documents state that the board shall be a set size, such as 5 members. Some documents contain a range of members, such as between 3 and 7, and outline the mechanism for changing the size of the board. It is not uncommon for such documents to state that the board, prior to an annual meeting, can vote at a board meeting to set the size of the board going forward. However, some documents do require a membership vote.
Therefore, it would be necessary to review the language of the governing documents of your community, specifically the bylaws, to determine how the size of the board is established. However, pursuant to Chapter 617, the Florida Corporations Not For Profit Act, the size of the board can never be less than 3. Further, while not strictly mandated by law, it is common practice, and in our experience the best practice, for the number of board members to be an odd number, so as to avoid tie votes whenever possible.
With regard to condominium associations, the same rules generally apply. However, Section 718.112(2)(a)1. of the Florida Condominium Act, states that the board of directors shall be 5 unless the documents provide otherwise, or unless the condominium has 5 or fewer units.
Joe Adams is an attorney with Becker & Poliakoff, P.A., Fort Myers. Send questions to Joe Adams by e-mail to email@example.com. Past editions may be viewed at floridacondohoalawblog.com.