I mean no disrespect to anyone who suffered from Covid or who had a family member suffer from Covid over the last two years. My sympathies are with you wholeheartedly. However, in terms of having unit owners participate in the affairs of their communities by way of telephone or ZOOM, Covid was the kick start to using technology that has allowed for far greater attendance at virtually every meeting. In all candor, it probably has allowed counsel for the association to attend more often because the association no longer has to pay for travel time. But, does the law allow for our board meetings, annual meetings and membership meetings to solely be on ZOOM, or is a physical place to hold a meeting still required?
All of our communities are not for profit. Florida Statute 617.082 says:
(4) Unless the articles of incorporation or the bylaws provide otherwise, the board of directors may permit any or all directors to participate in a regular or special meeting by, or conduct the meeting through the use of, any means of communication by which all directors participating may simultaneously hear each other during the meeting. A director participating in a meeting by this means is deemed to be present in person at the meeting.
Florida Statute 617.0721 states:
3) If authorized by the board of directors, and subject to such guidelines and procedures as the board of directors may adopt, members and proxy holders who are not physically present at a meeting may, by means of remote communication:
(a) Participate in the meeting.
(b) Be deemed to be present in person and vote at the meeting if:
1. The corporation implements reasonable means to verify that each person deemed present and authorized to vote by means of remote communication is a member or proxy holder; and
2. The corporation implements reasonable measures to provide such members or proxy holders with a reasonable opportunity to participate in the meeting and to vote on matters submitted to the members, including an opportunity to communicate and to read or hear the proceedings of the meeting substantially concurrent with the proceedings.
If any member or proxy holder votes or takes other action by means of remote communication, a record of that member’s participation in the meeting must be maintained by the corporation in accordance with s. 617.1601.
So far so good, if we follow these statutes, we can continue ZOOM meetings and even cast votes. But wait….
Florida Statute 617.1703 says…………..Application of chapter.
(1)(a) This chapter is applicable to a corporation that is an association as defined in and regulated by any of chapter 718 regarding condominiums, chapter 719 regarding cooperatives, chapter 720 regarding homeowners’ associations, chapter 721 regarding timeshares, or chapter 723 regarding mobile home owners’ associations, except:
1.For any conflict between the provisions of this chapter and chapter 718, chapter 719, chapter 720, chapter 721, or chapter 723; or
2.As otherwise provided for in chapter 718, chapter 719, chapter 720, chapter 721, or chapter 723.
(b)If subparagraph (a)1. or subparagraph (a)2. applies, the applicable provisions of such other respective chapters shall apply.
So…..in order to be able to utilize the above statutes for permanent ZOOM meetings for example, we need to see if the provisions of 718, 719 or 720 conflict.
Florida Statute 718.112 states:
A board or committee member’s participation in a meeting via telephone, real-time videoconferencing, or similar real-time electronic or video communication counts toward a quorum, and such member may vote as if physically present. A speaker must be used so that the conversation of such members may be heard by the board or committee members attending in person as well as by any unit owners present at a meeting.
So, in a condo, directors truly never have to attend a meeting in person. There is only a similar provision for HOAs when “emergency powers” kick in, so they would have to rely on 617.082 above.
Our first conflict however is found in condominium statute 718.112 which states:
(d) Unit owner meetings.—
1. An annual meeting of the unit owners must be held at the location provided in the association bylaws.
So clearly the annual meeting requires a physical location as mentioned in your bylaws. It cannot be held solely by ZOOM. Unit owners have the right to attend……unless you amend your bylaws.
Believe it or not, only the HOA statute states:
A meeting of the members must be held at a location that is accessible to a physically handicapped person if requested by a physically handicapped person who has a right to attend the meeting.
You have to wonder why this same statute does not apply to condominiums.
So, applying everything we just learned, can we continue to have ZOOM meetings where there is no physical location of the meeting and everyone is just ZOOMING in? For any meeting other than the annual meeting, I think both condo`s and HOAs can do so, if:
2. They follow the requirements of 617.0721, and 617.082 above and;
3.You must assume that some people do not have computers. So, there needs to be a way to also dial in and be able to speak and be heard.
4.If you want your annual meeting to be held via ZOOM, clearly your bylaws would need to be amended and you still would need to comply with the statutes that require volunteers to count the ballots and for HOAs, accept nominations from the floor and have volunteers assist.
I certainly don’t recommend a ZOOM meeting for the annual meeting anyway. Everyone should be together at least one day a year and respectfully I suggest the attorney for the association be in attendance. And if you’re worried that the attendance will be small because people would rather attend via computer, I can guarantee you a big turn-out. Tell everyone that your catering in a banquet and the food will be delicious.