Community associations are not administered by a single director or officer of the board, instead, the affairs of such associations are administered by its board. The articles of incorporation and/or bylaws of an association most often specify the required minimum number of board members. In the condominium context, the Florida Condominium Act provides that in the absence of such specification, the board of administration must be composed of five members (or three members in condominiums with five or fewer units).
Moreover, most community associations are formed as a Florida Not-For-Profit Corporation, meaning that an association is governed by the corresponding Condominium, Homeowners’ Association, or Cooperative Acts, and by the Florida Not-For-Profit Corporation Act (Chapter 617, Florida Statutes). The provisions of Chapter 617 similarly provide that the corporate powers and affairs of the association must be managed under the direction of the board of directors of the association and further provides that each officer has the authority and duties set forth in the bylaws of the association.
Often, the bylaws of the association authorize the board president to call special meetings and appoint committees leaving all other affairs of the association to be managed by the board. Moreover, most governing documents incorporate Robert’s Rules of Order to govern the procedural aspects of meetings. Under the Robert’s Rules of Order, the president generally has the authority to chair meetings of the association. A common misconception is that the president can only vote to break a tie. No provisions in the statutes limit the president’s voting authority in this manner. The president, as a director, has one vote just like all the other directors. The only time this would not be the case is if the president is not a director, but that is generally not the norm.
Accordingly, the governing body of the association is the board, not a single director or officer. In the absence of the governing documents of the association providing any designation of additional authority to a single director or officer such as the president, the default provisions of the law grant no additional authority to an individual board president to have unilateral powers over the affairs of the association or over other members.
Originally posted on floridacondohoalawblog.com Written by Maritrini Soto Garcia of Becker & Poliakoff, P.A.,