HB 0695 2003
1	A bill to be entitled
2	An act relating to corporate affairs; amending s.
3	617.01401, F.S.; defining the term "electronic
4	transmission" for purposes of the Florida Not For Profit
5	Corporation Act; amending s. 617.0141, F.S.; authorizing
6	forms of electronic transmission of notice for domestic or
7	foreign corporations; providing for a corporation member
8	to revoke consent to receiving notice by electronic
9	transmission; providing that an affidavit of notice by
10	electronic transmission is, in the absence of fraud, prima
11	facie evidence of the facts stated in the notice; amending
12	ss. 718.111 and 718.112, F.S.; providing for a condominium
13	association to transmit electronic notices to unit owners;
14	providing that the association is not liable for
15	erroneously disclosing certain address information;
16	revising requirements for use of proxies for voting;
17	authorizing the association to broadcast notice via a
18	closed-circuit television system; prohibiting notice by
19	electronic transmission for a recall of board members;
20	providing for association bylaws to authorize the
21	electronic transmission of notices; amending s. 718.116,
22	F.S.; providing that a described fee may be charged for
23	preparation of a certificate stating certain amounts owed;
24	amending ss. 719.104 and 719.106, F.S.; providing for a
25	cooperative association to transmit electronic notices to
26	unit owners; providing that the association is not liable
27	for erroneously disclosing certain address information;
28	revising requirements for use of proxies for voting;
29	authorizing the association to broadcast notice via a
30	closed-circuit television system; prohibiting notice by
31	electronic transmission for a recall of board members;
32	providing for association bylaws to authorize the
33	electronic transmission of notices; amending s. 719.108,
34	F.S.; providing that a described fee may be charged for
35	preparation of a certificate stating certain amounts owed;
36	amending s. 720.302, F.S.; clarifying that corporations
37	not for profit that operate residential homeowners'
38	associations are subject to the Florida Not For Profit
39	Corporation Act; amending s. 720.303, F.S.; authorizing a
40	homeowners' association to broadcast notice via a closed-
41	circuit television system; providing that the association
42	is not liable for erroneously disclosing certain address
43	information; providing an effective date.
44
45	Be It Enacted by the Legislature of the State of Florida:
46
47	Section 1. Section 617.01401, Florida Statutes, is amended
48	to read:
49	617.01401 Definitions.--As used in this act, unless the
50	context otherwise requires, the term:
51	(1) "Articles of incorporation" includes original,
52	amended, and restated articles of incorporation, articles of
53	consolidation, and articles of merger, and all amendments
54	thereto, including documents designated by the laws of this
55	state as charters, and, in the case of a foreign corporation,
56	documents equivalent to articles of incorporation in the
57	jurisdiction of incorporation.
58	(2) "Board of directors" means the group of persons vested
59	with the management of the affairs of the corporation
60	irrespective of the name by which such group is designated,
61	including, but not limited to, managers or trustees.
62	(3) "Bylaws" means the code or codes of rules adopted for
63	the regulation or management of the affairs of the corporation
64	irrespective of the name or names by which such rules are
65	designated.
66	(4) "Corporation" or "domestic corporation" means a
67	corporation not for profit, subject to the provisions of this
68	act, except a foreign corporation.
69	(5) "Corporation not for profit" means a corporation no
70	part of the income or profit of which is distributable to its
71	members, directors, or officers.
72	(6) "Electronic transmission" means any form of
73	communication, not directly involving the physical transmission
74	or transfer of paper, which creates a record that may be
75	retained, retrieved, and reviewed by a recipient thereof and
76	which may be directly reproduced in a comprehensible and legible
77	paper form by such recipient through an automated process.
78	Examples of electronic transmission include, but are not limited
79	to, telegrams, facsimile transmissions of images, and text that
80	is sent via electronic mail between computers.
81	(7)(6)"Foreign corporation" means a corporation not for
82	profit organized under laws other than the laws of this state.
83	(8)(7)"Insolvent" means the inability of a corporation to
84	pay its debts as they become due in the usual course of its
85	affairs.
86	(9)(8)"Mail" means the United States mail, facsimile
87	transmissions, and private mail carriers handling nationwide
88	mail services.
89	(10)(9)"Member" means one having membership rights in a
90	corporation in accordance with the provisions of its articles of
91	incorporation or bylaws or the provisions of this act.
92	(11)(10)"Person" includes individual and entity.
93	Section 2. Section 617.0141, Florida Statutes, is amended
94	to read:
95	617.0141 Notice.--
96	(1) Notice under this act must be in writing, unless oral
97	notice is:
98	(a) Expressly authorized by the articles of incorporation
99	or the bylaws; and
100	(b) Reasonable under the circumstances.
101	(2) Notice may be communicated in person; by telephone
102	(where oral notice is permitted), telegraph, teletype, or other
103	form of electronic transmissioncommunication; or by mail.
104	(3) Written notice by a domestic or foreign corporation
105	authorized to conduct its affairs in this state to its member,
106	if in a comprehensible form, is effective:
107	(a)When mailed, if mailed postpaid and correctly
108	addressed to the member's address shown in the corporation's
109	current record of members;.
110	(b) When actually transmitted by facsimile
111	telecommunication, if correctly directed to a number at which
112	the member has consented to receive notice;
113	(c) When actually transmitted by electronic mail, if
114	correctly directed to an electronic mail address at which the
115	member has consented to receive notice;
116	(d) When posted on an electronic network that the member
117	has consented to consult, upon the later of:
118	1. Such correct posting; or
119	2. The giving of a separate notice to the member of the
120	fact of such specific posting; or
121	(e) When correctly transmitted to the member, if by any
122	other form of electronic transmission consented to by the member
123	to whom notice is given.
124	(4) Consent by a member to receiving notice by electronic
125	transmission shall be revocable by the member by written notice
126	to the corporation. Any such consent shall be deemed revoked if:
127	(a) The corporation is unable to deliver by electronic
128	transmission two consecutive notices given by the corporation in
129	accordance with such consent; and
130	(b) Such inability becomes known to the secretary or an
131	assistant secretary of the corporation, or other authorized
132	person responsible for the giving of notice. However, the
133	inadvertent failure to treat such inability as a revocation does
134	not invalidate any meeting or other action.
135	(5)(4)Written notice to a domestic or foreign corporation
136	authorized to conduct its affairs in this state may be addressed
137	to its registered agent at its registered office or to the
138	corporation or its secretary at its principal office shown in
139	its most recent annual report or, in the case of a corporation
140	that has not yet delivered an annual report, in a domestic
141	corporation's articles of incorporation or in a foreign
142	corporation's application for certificate of authority.
143	(6)(5)Except as provided in subsection (3) or elsewhere
144	in this act, written notice, if in a comprehensible form, is
145	effective at the earliest date of the following:
146	(a) When received;
147	(b) Five days after its deposit in the United States mail,
148	as evidenced by the postmark, if mailed postpaid and correctly
149	addressed; or
150	(c) On the date shown on the return receipt, if sent by
151	registered or certified mail, return receipt requested, and the
152	receipt is signed by or on behalf of the addressee.
153	(7)(6)Oral notice is effective when communicated if
154	communicated directly to the person to be notified in a
155	comprehensible manner.
156	(8) An affidavit of the secretary, an assistant secretary,
157	the transfer agent, or other authorized agent of the corporation
158	that the notice has been given by a form of electronic
159	transmission is, in the absence of fraud, prima facie evidence
160	of the facts stated in the notice.
161	(9)(7)If this act prescribes notice requirements for
162	particular circumstances, those requirements govern. If
163	articles of incorporation or bylaws prescribe notice
164	requirements not less stringent than the requirements of this
165	section or other provisions of this act, those requirements
166	govern.
167	Section 3. Paragraph (a) of subsection (12) of section
168	718.111, Florida Statutes, is amended to read:
169	718.111 The association.--
170	(12) OFFICIAL RECORDS.--
171	(a) From the inception of the association, the association
172	shall maintain each of the following items, when applicable,
173	which shall constitute the official records of the association:
174	1. A copy of the plans, permits, warranties, and other
175	items provided by the developer pursuant to s. 718.301(4).
176	2. A photocopy of the recorded declaration of condominium
177	of each condominium operated by the association and of each
178	amendment to each declaration.
179	3. A photocopy of the recorded bylaws of the association
180	and of each amendment to the bylaws.
181	4. A certified copy of the articles of incorporation of
182	the association, or other documents creating the association,
183	and of each amendment thereto.
184	5. A copy of the current rules of the association.
185	6. A book or books which contain the minutes of all
186	meetings of the association, of the board of directors, and of
187	unit owners, which minutes shall be retained for a period of not
188	less than 7 years.
189	7. A current roster of all unit owners and their postal
190	and electronicmailing addresses, unit identifications, voting
191	certifications, and, if known, telephone numbers. Upon the
192	request of the unit owner in writing, the electronic mail
193	address and the number designated by the unit owner for
194	receiving electronic transmission of notices shall not be
195	included in the official records of the association. However,
196	the association is not liable for an erroneous disclosure of the
197	electronic mail address or the number for receiving electronic
198	transmission of notices.
199	8. All current insurance policies of the association and
200	condominiums operated by the association.
201	9. A current copy of any management agreement, lease, or
202	other contract to which the association is a party or under
203	which the association or the unit owners have an obligation or
204	responsibility.
205	10. Bills of sale or transfer for all property owned by
206	the association.
207	11. Accounting records for the association and separate
208	accounting records for each condominium which the association
209	operates. All accounting records shall be maintained for a
210	period of not less than 7 years. The accounting records shall
211	include, but are not limited to:
212	a. Accurate, itemized, and detailed records of all
213	receipts and expenditures.
214	b. A current account and a monthly, bimonthly, or
215	quarterly statement of the account for each unit designating the
216	name of the unit owner, the due date and amount of each
217	assessment, the amount paid upon the account, and the balance
218	due.
219	c. All audits, reviews, accounting statements, and
220	financial reports of the association or condominium.
221	d. All contracts for work to be performed. Bids for work
222	to be performed shall also be considered official records and
223	shall be maintained for a period of 1 year.
224	12. Ballots, sign-in sheets, voting proxies, and all other
225	papers relating to voting by unit owners, which shall be
226	maintained for a period of 1 year from the date of the election,
227	vote, or meeting to which the document relates.
228	13. All rental records, when the association is acting as
229	agent for the rental of condominium units.
230	14. A copy of the current question and answer sheet as
231	described by s. 718.504.
232	15. All other records of the association not specifically
233	included in the foregoing which are related to the operation of
234	the association.
235	Section 4. Paragraphs (b), (c), (d), (e), and (j) of
236	subsection (2) and subsection (3) of section 718.112, Florida
237	Statutes, are amended to read:
238	718.112 Bylaws.--
239	(2) REQUIRED PROVISIONS.--The bylaws shall provide for the
240	following and, if they do not do so, shall be deemed to include
241	the following:
242	(b) Quorum; voting requirements; proxies.--
243	1. Unless a lower number is provided in the bylaws, the
244	percentage of voting interests required to constitute a quorum
245	at a meeting of the members shall be a majority of the voting
246	interests. Unless otherwise provided in this chapter or in the
247	declaration, articles of incorporation, or bylaws, and except as
248	provided in subparagraph (d)3., decisions shall be made by
249	owners of a majority of the voting interests represented at a
250	meeting at which a quorum is present.
251	2. Except as specifically otherwise provided herein, after
252	January 1, 1992, unit owners may not vote by general proxy, but
253	may vote by limited proxies substantially conforming to a
254	limited proxy form adopted by the division. Limited proxies and
255	general proxies may be used to establish a quorum. Limited
256	proxies shall be used for votes taken to waive or reduce
257	reserves in accordance with subparagraph (f)2.; for votes taken
258	to waive the financial reporting requirements of s. 718.111(13);
259	for votes taken to amend the declaration pursuant to s. 718.110;
260	for votes taken to amend the articles of incorporation or bylaws
261	pursuant to this section; and for any other matter for which
262	this chapter requires or permits a vote of the unit owners.
263	Except as provided in paragraph (d), after January 1, 1992, no
264	proxy, limited or general, shall be used in the election of
265	board members. General proxies may be used for other matters for
266	which limited proxies are not required, and may also be used in
267	voting for nonsubstantive changes to items for which a limited
268	proxy is required and given. Notwithstanding the provisions of
269	this subparagraph, unit owners may vote in person at unit owner
270	meetings. Nothing contained herein shall limit the use of
271	general proxies or require the use of limited proxies for any
272	agenda item or election at any meeting of a timeshare
273	condominium association.
274	3. Any proxy given shall be effective only for the
275	specific meeting for which originally given and any lawfully
276	adjourned meetings thereof. In no event shall any proxy be
277	valid for a period longer than 90 days after the date of the
278	first meeting for which it was given. Every proxy is revocable
279	at any time at the pleasure of the unit owner executing it.
280	4. A member of the board of administration or a committee
281	may submit in writing his or her agreement or disagreement with
282	any action taken at a meeting that the member did not attend.
283	This agreement or disagreement may not be used as a vote for or
284	against the action taken and may not be used for the purposes of
285	creating a quorum.
286	5. When any of the board or committee members meet by
287	telephone conference, those board or committee members attending
288	by telephone conference may be counted toward obtaining a quorum
289	and may vote by telephone. A telephone speaker must be used so
290	that the conversation of those board or committee members
291	attending by telephone may be heard by the board or committee
292	members attending in person as well as by any unit owners
293	present at a meeting.
294	(c) Board of administration meetings.--Meetings of the
295	board of administration at which a quorum of the members is
296	present shall be open to all unit owners. Any unit owner may
297	tape record or videotape meetings of the board of
298	administration. The right to attend such meetings includes the
299	right to speak at such meetings with reference to all designated
300	agenda items. The division shall adopt reasonable rules
301	governing the tape recording and videotaping of the meeting.
302	The association may adopt written reasonable rules governing the
303	frequency, duration, and manner of unit owner statements.
304	Adequate notice of all meetings, which notice shall specifically
305	incorporate an identification of agenda items, shall be posted
306	conspicuously on the condominium property at least 48 continuous
307	hours preceding the meeting except in an emergency. Any item
308	not included on the notice may be taken up on an emergency basis
309	by at least a majority plus one of the members of the board.
310	Such emergency action shall be noticed and ratified at the next
311	regular meeting of the board. However, written notice of any
312	meeting at which nonemergency special assessments, or at which
313	amendment to rules regarding unit use, will be considered shall
314	be mailed,or delivered, or electronically transmittedto the
315	unit owners and posted conspicuously on the condominium property
316	not less than 14 days prior to the meeting. Evidence of
317	compliance with this 14-day notice shall be made by an affidavit
318	executed by the person providing the notice and filed among the
319	official records of the association. Upon notice to the unit
320	owners, the board shall by duly adopted rule designate a
321	specific location on the condominium property or association
322	property upon which all notices of board meetings shall be
323	posted. If there is no condominium property or association
324	property upon which notices can be posted, notices of board
325	meetings shall be mailed,or delivered, or electronically
326	transmittedat least 14 days before the meeting to the owner of
327	each unit. In lieu of or in addition to the physical posting of
328	notice of any meeting of the board of administration on the
329	condominium property, the association may, by reasonable rule,
330	adopt a procedure for conspicuously posting and repeatedly
331	broadcasting the notice and the agenda on a closed-circuit cable
332	television system serving the condominium association. However,
333	if broadcast notice is used in lieu of a notice posted
334	physically on the condominium property, the notice and agenda
335	must be broadcast at least four times every broadcast hour of
336	each day that a posted notice is otherwise required under this
337	section. When broadcast notice is provided, the notice and
338	agenda must be broadcast in a manner and for a sufficient
339	continuous length of time so as to allow an average reader to
340	observe the notice and read and comprehend the entire content of
341	the notice and the agenda.Notice of any meeting in which
342	regular assessments against unit owners are to be considered for
343	any reason shall specifically contain a statement that
344	assessments will be considered and the nature of any such
345	assessments. Meetings of a committee to take final action on
346	behalf of the board or make recommendations to the board
347	regarding the association budget are subject to the provisions
348	of this paragraph. Meetings of a committee that does not take
349	final action on behalf of the board or make recommendations to
350	the board regarding the association budget are subject to the
351	provisions of this section, unless those meetings are exempted
352	from this section by the bylaws of the association.
353	Notwithstanding any other law, the requirement that board
354	meetings and committee meetings be open to the unit owners is
355	inapplicable to meetings between the board or a committee and
356	the association's attorney, with respect to proposed or pending
357	litigation, when the meeting is held for the purpose of seeking
358	or rendering legal advice.
359	(d) Unit owner meetings.--
360	1. There shall be an annual meeting of the unit owners.
361	Unless the bylaws provide otherwise, a vacancy on the board
362	caused by the expiration of a director's term shall be filled by
363	electing a new board member, and the election shall be by secret
364	ballot; however, if the number of vacancies equals or exceeds
365	the number of candidates, no election is required. If there is
366	no provision in the bylaws for terms of the members of the
367	board, the terms of all members of the board shall expire upon
368	the election of their successors at the annual meeting. Any unit
369	owner desiring to be a candidate for board membership shall
370	comply with subparagraph 3. A person who has been convicted of
371	any felony by any court of record in the United States and who
372	has not had his or her right to vote restored pursuant to law in
373	the jurisdiction of his or her residence is not eligible for
374	board membership. The validity of an action by the board is not
375	affected if it is later determined that a member of the board is
376	ineligible for board membership due to having been convicted of
377	a felony.
378	2. The bylaws shall provide the method of calling meetings
379	of unit owners, including annual meetings. Written notice, which
380	notice must include an agenda, shall be mailed,orhand
381	delivered, or electronically transmittedto each unit owner at
382	least 14 days prior to the annual meeting and shall be posted in
383	a conspicuous place on the condominium property at least 14
384	continuous days preceding the annual meeting. Upon notice to the
385	unit owners, the board shall by duly adopted rule designate a
386	specific location on the condominium property or association
387	property upon which all notices of unit owner meetings shall be
388	posted; however, if there is no condominium property or
389	association property upon which notices can be posted, this
390	requirement does not apply. In lieu of or in addition to the
391	physical posting of notice of any meeting of the unit owners on
392	the condominium property, the association may, by reasonable
393	rule, adopt a procedure for conspicuously posting and repeatedly
394	broadcasting the notice and the agenda on a closed-circuit cable
395	television system serving the condominium association. However,
396	if broadcast notice is used in lieu of a notice posted
397	physically on the condominium property, the notice and agenda
398	must be broadcast at least four times every broadcast hour of
399	each day that a posted notice is otherwise required under this
400	section. When broadcast notice is provided, the notice and
401	agenda must be broadcast in a manner and for a sufficient
402	continuous length of time so as to allow an average reader to
403	observe the notice and read and comprehend the entire content of
404	the notice and the agenda.Unless a unit owner waives in writing
405	the right to receive notice of the annual meeting, such notice
406	shall be hand delivered,or mailed, or electronically
407	transmittedto each unit owner. Notice for meetings and notice
408	for all other purposes shall be mailed to each unit owner at the
409	address last furnished to the association by the unit owner, or
410	hand delivered to each unit owner. However, if a unit is owned
411	by more than one person, the association shall provide notice,
412	for meetings and all other purposes, to that one address which
413	the developer initially identifies for that purpose and
414	thereafter as one or more of the owners of the unit shall so
415	advise the association in writing, or if no address is given or
416	the owners of the unit do not agree, to the address provided on
417	the deed of record. An officer of the association, or the
418	manager or other person providing notice of the association
419	meeting, shall provide an affidavit or United States Postal
420	Service certificate of mailing, to be included in the official
421	records of the association affirming that the notice was mailed
422	or hand delivered, in accordance with this provision.
423	3. The members of the board shall be elected by written
424	ballot or voting machine. Proxies shall in no event be used in
425	electing the board, either in general elections or elections to
426	fill vacancies caused by recall, resignation, or otherwise,
427	unless otherwise provided in this chapter. Not less than 60 days
428	before a scheduled election, the association shall mail,or
429	deliver, or electronically transmit,whether by separate
430	association mailing or included in another association mailing,
431	or delivery, or transmission,including regularly published
432	newsletters, to each unit owner entitled to a vote, a first
433	notice of the date of the election. Any unit owner or other
434	eligible person desiring to be a candidate for the board must
435	give written notice to the association not less than 40 days
436	before a scheduled election. Together with the written notice
437	and agenda as set forth in subparagraph 2., the association
438	shall mail,or deliver, or electronically transmita second
439	notice of the election to all unit owners entitled to vote
440	therein, together with a ballot which shall list all candidates.
441	Upon request of a candidate, the association shall include an
442	information sheet, no larger than 8 1/2 inches by 11 inches,
443	which must be furnished by the candidate not less than 35 days
444	before the election, to be included with the mailing, delivery,
445	or transmission of the ballot, with the costs of mailing,or
446	delivery, or electronic transmissionand copying to be borne by
447	the association. The association is not liable for the contents
448	of the information sheets prepared by the candidates. In order
449	to reduce costs, the association may print or duplicate the
450	information sheets on both sides of the paper. The division
451	shall by rule establish voting procedures consistent with the
452	provisions contained herein, including rules providing for
453	giving notice to the members by electronic transmission in a
454	manner authorized by law and forthe secrecy of ballots.
455	Elections shall be decided by a plurality of those ballots cast.
456	There shall be no quorum requirement; however, at least 20
457	percent of the eligible voters must cast a ballot in order to
458	have a valid election of members of the board. No unit owner
459	shall permit any other person to vote his or her ballot, and any
460	such ballots improperly cast shall be deemed invalid, provided
461	any unit owner who violates this provision may be fined by the
462	association in accordance with s. 718.303. A unit owner who
463	needs assistance in casting the ballot for the reasons stated in
464	s. 101.051 may obtain assistance in casting the ballot. The
465	regular election shall occur on the date of the annual meeting.
466	The provisions of this subparagraph shall not apply to timeshare
467	condominium associations. Notwithstanding the provisions of this
468	subparagraph, an election is not required unless more candidates
469	file notices of intent to run or are nominated than board
470	vacancies exist.
471	4. Any approval by unit owners called for by this chapter
472	or the applicable declaration or bylaws, including, but not
473	limited to, the approval requirement in s. 718.111(8), shall be
474	made at a duly noticed meeting of unit owners and shall be
475	subject to all requirements of this chapter or the applicable
476	condominium documents relating to unit owner decisionmaking,
477	except that unit owners may take action by written agreement,
478	without meetings, on matters for which action by written
479	agreement without meetings is expressly allowed by the
480	applicable bylaws or declaration or any statute that provides
481	for such action.
482	5. Unit owners may waive notice of specific meetings if
483	allowed by the applicable bylaws or declaration or any statute.
484	Unit owners may consent to receiving notice of board, committee,
485	and membership meetings by electronic transmission if the bylaws
486	provide a method for giving notice by electronic transmission.
487	6. Unit owners shall have the right to participate in
488	meetings of unit owners with reference to all designated agenda
489	items. However, the association may adopt reasonable rules
490	governing the frequency, duration, and manner of unit owner
491	participation.
492	7. Any unit owner may tape record or videotape a meeting
493	of the unit owners subject to reasonable rules adopted by the
494	division.
495	8. Unless otherwise provided in the bylaws, any vacancy
496	occurring on the board before the expiration of a term may be
497	filled by the affirmative vote of the majority of the remaining
498	directors, even if the remaining directors constitute less than
499	a quorum, or by the sole remaining director. In the alternative,
500	a board may hold an election to fill the vacancy, in which case
501	the election procedures must conform to the requirements of
502	subparagraph 3. unless the association has opted out of the
503	statutory election process, in which case the bylaws of the
504	association control. Unless otherwise provided in the bylaws, a
505	board member appointed or elected under this section shall fill
506	the vacancy for the unexpired term of the seat being filled.
507	Filling vacancies created by recall is governed by paragraph (j)
508	and rules adopted by the division.
509
510	Notwithstanding subparagraphs (b)2. and (d)3., an association
511	may, by the affirmative vote of a majority of the total voting
512	interests, provide for different voting and election procedures
513	in its bylaws, which vote may be by a proxy specifically
514	delineating the different voting and election procedures. The
515	different voting and election procedures may provide for
516	elections to be conducted by limited or general proxy.
517	(e) Budget meeting.--
518	1. Any meeting at which a proposed annual budget of an
519	association will be considered by the board or unit owners shall
520	be open to all unit owners. At least 14 days prior to such a
521	meeting, the board shall hand deliver to each unit owner, or
522	mail to each unit owner at the address last furnished to the
523	association by the unit owner, or electronically transmit to the
524	location furnished by the unit owner for that purposea notice
525	of such meeting and a copy of the proposed annual budget. An
526	officer or manager of the association, or other person providing
527	notice of such meeting, shall execute an affidavit evidencing
528	compliance with such notice requirement, and such affidavit
529	shall be filed among the official records of the association.
530	2.a. If a board adopts in any fiscal year an annual budget
531	which requires assessments against unit owners which exceed 115
532	percent of assessments for the preceding fiscal year, the board
533	shall conduct a special meeting of the unit owners to consider a
534	substitute budget if the board receives, within 21 days after
535	adoption of the annual budget, a written request for a special
536	meeting from at least 10 percent of all voting interests. The
537	special meeting shall be conducted within 60 days after adoption
538	of the annual budget. At least 14 days prior to such special
539	meeting, the board shall hand deliver to each unit owner, or
540	mail to each unit owner at the address last furnished to the
541	association, a notice of the meeting. An officer or manager of
542	the association, or other person providing notice of such
543	meeting shall execute an affidavit evidencing compliance with
544	this notice requirement, and such affidavit shall be filed among
545	the official records of the association. Unit owners may
546	consider and adopt a substitute budget at the special meeting. A
547	substitute budget is adopted if approved by a majority of all
548	voting interests unless the bylaws require adoption by a greater
549	percentage of voting interests. If there is not a quorum at the
550	special meeting or a substitute budget is not adopted, the
551	annual budget previously adopted by the board shall take effect
552	as scheduled.
553	b. Any determination of whether assessments exceed 115
554	percent of assessments for the prior fiscal year shall exclude
555	any authorized provision for reasonable reserves for repair or
556	replacement of the condominium property, anticipated expenses of
557	the association which the board does not expect to be incurred
558	on a regular or annual basis, or assessments for betterments to
559	the condominium property.
560	c. If the developer controls the board, assessments shall
561	not exceed 115 percent of assessments for the prior fiscal year
562	unless approved by a majority of all voting interests.
563	(j) Recall of board members.--Subject to the provisions of
564	s. 718.301, any member of the board of administration may be
565	recalled and removed from office with or without cause by the
566	vote or agreement in writing by a majority of all the voting
567	interests. A special meeting of the unit owners to recall a
568	member or members of the board of administration may be called
569	by 10 percent of the voting interests giving notice of the
570	meeting as required for a meeting of unit owners, and the notice
571	shall state the purpose of the meeting. Electronic transmission
572	may not be used as a method of giving notice of a meeting called
573	in whole or in part for this purpose.
574	1. If the recall is approved by a majority of all voting
575	interests by a vote at a meeting, the recall will be effective
576	as provided herein. The board shall duly notice and hold a board
577	meeting within 5 full business days of the adjournment of the
578	unit owner meeting to recall one or more board members. At the
579	meeting, the board shall either certify the recall, in which
580	case such member or members shall be recalled effective
581	immediately and shall turn over to the board within 5 full
582	business days any and all records and property of the
583	association in their possession, or shall proceed as set forth
584	in subparagraph 3.
585	2. If the proposed recall is by an agreement in writing by
586	a majority of all voting interests, the agreement in writing or
587	a copy thereof shall be served on the association by certified
588	mail or by personal service in the manner authorized by chapter
589	48 and the Florida Rules of Civil Procedure. The board of
590	administration shall duly notice and hold a meeting of the board
591	within 5 full business days after receipt of the agreement in
592	writing. At the meeting, the board shall either certify the
593	written agreement to recall a member or members of the board, in
594	which case such member or members shall be recalled effective
595	immediately and shall turn over to the board within 5 full
596	business days any and all records and property of the
597	association in their possession, or proceed as described in
598	subparagraph 3.
599	3. If the board determines not to certify the written
600	agreement to recall a member or members of the board, or does
601	not certify the recall by a vote at a meeting, the board shall,
602	within 5 full business days after the meeting, file with the
603	division a petition for arbitration pursuant to the procedures
604	in s. 718.1255. For the purposes of this section, the unit
605	owners who voted at the meeting or who executed the agreement in
606	writing shall constitute one party under the petition for
607	arbitration. If the arbitrator certifies the recall as to any
608	member or members of the board, the recall will be effective
609	upon mailing of the final order of arbitration to the
610	association. If the association fails to comply with the order
611	of the arbitrator, the division may take action pursuant to s.
612	718.501. Any member or members so recalled shall deliver to the
613	board any and all records of the association in their possession
614	within 5 full business days of the effective date of the recall.
615	4. If the board fails to duly notice and hold a board
616	meeting within 5 full business days of service of an agreement
617	in writing or within 5 full business days of the adjournment of
618	the unit owner recall meeting, the recall shall be deemed
619	effective and the board members so recalled shall immediately
620	turn over to the board any and all records and property of the
621	association.
622	5. If a vacancy occurs on the board as a result of a
623	recall and less than a majority of the board members are
624	removed, the vacancy may be filled by the affirmative vote of a
625	majority of the remaining directors, notwithstanding any
626	provision to the contrary contained in this subsection. If
627	vacancies occur on the board as a result of a recall and a
628	majority or more of the board members are removed, the vacancies
629	shall be filled in accordance with procedural rules to be
630	adopted by the division, which rules need not be consistent with
631	this subsection. The rules must provide procedures governing the
632	conduct of the recall election as well as the operation of the
633	association during the period after a recall but prior to the
634	recall election.
635	(3) OPTIONAL PROVISIONS.--The bylaws as originally
636	recorded or as amended under the procedures provided therein may
637	provide for the following:
638	(a) A method of adopting and amending administrative rules
639	and regulations governing the details of the operation and use
640	of the common elements.
641	(b) Restrictions on and requirements for the use,
642	maintenance, and appearance of the units and the use of the
643	common elements.
644	(c) Provisions for giving notice by electronic
645	transmission in a manner authorized by law of meetings of the
646	board of directors and committees and of annual and special
647	meetings of the members.
648	(d)(c)Other provisions which are not inconsistent with
649	this chapter or with the declaration, as may be desired.
650	Section 5. Subsection (8) of section 718.116, Florida
651	Statutes, is amended to read:
652	718.116 Assessments; liability; lien and priority;
653	interest; collection.--
654	(8) Within 15 days after receiving a written request
655	therefor from a unit owner purchaser, or mortgagee, the
656	association shall provide a certificate signed by an officer or
657	agent of the association stating all assessments and other
658	moneys owed to the association by the unit owner with respect to
659	the condominium parcel. Any person other than the owner who
660	relies upon such certificate shall be protected thereby. A
661	summary proceeding pursuant to s. 51.011 may be brought to
662	compel compliance with this subsection, and in any such action
663	the prevailing party is entitled to recover reasonable
664	attorney's fees. Notwithstanding any limitation on transfer fees
665	contained in s. 718.112(2)(i), the association or its authorized
666	agent may charge a reasonable fee for the preparation of the
667	certificate.
668	Section 6. Paragraph (a) of subsection (2) of section
669	719.104, Florida Statutes, is amended to read:
670	719.104 Cooperatives; access to units; records; financial
671	reports; assessments; purchase of leases.--
672	(2) OFFICIAL RECORDS.--
673	(a) From the inception of the association, the association
674	shall maintain a copy of each of the following, where
675	applicable, which shall constitute the official records of the
676	association:
677	1. The plans, permits, warranties, and other items
678	provided by the developer pursuant to s. 719.301(4).
679	2. A photocopy of the cooperative documents.
680	3. A copy of the current rules of the association.
681	4. A book or books containing the minutes of all meetings
682	of the association, of the board of directors, and of the unit
683	owners, which minutes shall be retained for a period of not less
684	than 7 years.
685	5. A current roster of all unit owners and their postal
686	and electronicmailing addresses, unit identifications, voting
687	certifications, and, if known, telephone numbers. Upon the
688	request of the unit owner in writing, the electronic mail
689	address and the number designated by the unit owner for
690	receiving electronic transmission of notices shall not be
691	included in the official records of the association. However,
692	the association is not liable for an erroneous disclosure of the
693	electronic mail address or the number for receiving electronic
694	transmission of notices.
695	6. All current insurance policies of the association.
696	7. A current copy of any management agreement, lease, or
697	other contract to which the association is a party or under
698	which the association or the unit owners have an obligation or
699	responsibility.
700	8. Bills of sale or transfer for all property owned by the
701	association.
702	9. Accounting records for the association and separate
703	accounting records for each unit it operates, according to good
704	accounting practices. All accounting records shall be maintained
705	for a period of not less than 7 years. The accounting records
706	shall include, but not be limited to:
707	a. Accurate, itemized, and detailed records of all
708	receipts and expenditures.
709	b. A current account and a monthly, bimonthly, or
710	quarterly statement of the account for each unit designating the
711	name of the unit owner, the due date and amount of each
712	assessment, the amount paid upon the account, and the balance
713	due.
714	c. All audits, reviews, accounting statements, and
715	financial reports of the association.
716	d. All contracts for work to be performed. Bids for work
717	to be performed shall also be considered official records and
718	shall be maintained for a period of 1 year.
719	10. Ballots, sign-in sheets, voting proxies, and all other
720	papers relating to voting by unit owners, which shall be
721	maintained for a period of 1 year after the date of the
722	election, vote, or meeting to which the document relates.
723	11. All rental records where the association is acting as
724	agent for the rental of units.
725	12. A copy of the current question and answer sheet as
726	described in s. 719.504.
727	13. All other records of the association not specifically
728	included in the foregoing which are related to the operation of
729	the association.
730	Section 7. Paragraphs (b), (c), (d), (e), and (f) of
731	subsection (1) and subsection (2) of section 719.106, Florida
732	Statutes, are amended to read:
733	719.106 Bylaws; cooperative ownership.--
734	(1) MANDATORY PROVISIONS.--The bylaws or other cooperative
735	documents shall provide for the following, and if they do not,
736	they shall be deemed to include the following:
737	(b) Quorum; voting requirements; proxies.--
738	1. Unless otherwise provided in the bylaws, the percentage
739	of voting interests required to constitute a quorum at a meeting
740	of the members shall be a majority of voting interests, and
741	decisions shall be made by owners of a majority of the voting
742	interests. Unless otherwise provided in this chapter, or in the
743	articles of incorporation, bylaws, or other cooperative
744	documents, and except as provided in subparagraph (d)1.,
745	decisions shall be made by owners of a majority of the voting
746	interests represented at a meeting at which a quorum is present.
747	2. Except as specifically otherwise provided herein, after
748	January 1, 1992, unit owners may not vote by general proxy, but
749	may vote by limited proxies substantially conforming to a
750	limited proxy form adopted by the division. Limited proxies and
751	general proxies may be used to establish a quorum. Limited
752	proxies shall be used for votes taken to waive or reduce
753	reserves in accordance with subparagraph (j)2., for votes taken
754	to waive the financial reporting requirements of s. 719.104(4),
755	for votes taken to amend the articles of incorporation or bylaws
756	pursuant to this section, and for any other matter for which
757	this chapter requires or permits a vote of the unit owners.
758	Except as provided in paragraph (d), after January 1, 1992, no
759	proxy, limited or general, shall be used in the election of
760	board members. General proxies may be used for other matters for
761	which limited proxies are not required, and may also be used in
762	voting for nonsubstantive changes to items for which a limited
763	proxy is required and given. Notwithstanding the provisions of
764	this section, unit owners may vote in person at unit owner
765	meetings. Nothing contained herein shall limit the use of
766	general proxies or require the use of limited proxies or require
767	the use of limited proxies for any agenda item or election at
768	any meeting of a timeshare cooperative.
769	3. Any proxy given shall be effective only for the
770	specific meeting for which originally given and any lawfully
771	adjourned meetings thereof. In no event shall any proxy be
772	valid for a period longer than 90 days after the date of the
773	first meeting for which it was given. Every proxy shall be
774	revocable at any time at the pleasure of the unit owner
775	executing it.
776	4. A member of the board of administration or a committee
777	may submit in writing his or her agreement or disagreement with
778	any action taken at a meeting that the member did not attend.
779	This agreement or disagreement may not be used as a vote for or
780	against the action taken and may not be used for the purposes of
781	creating a quorum.
782	5. When some or all of the board or committee members meet
783	by telephone conference, those board or committee members
784	attending by telephone conference may be counted toward
785	obtaining a quorum and may vote by telephone. A telephone
786	speaker shall be utilized so that the conversation of those
787	board or committee members attending by telephone may be heard
788	by the board or committee members attending in person, as well
789	as by unit owners present at a meeting.
790	(c) Board of administration meetings.--Meetings of the
791	board of administration at which a quorum of the members is
792	present shall be open to all unit owners. Any unit owner may
793	tape record or videotape meetings of the board of
794	administration. The right to attend such meetings includes the
795	right to speak at such meetings with reference to all designated
796	agenda items. The division shall adopt reasonable rules
797	governing the tape recording and videotaping of the meeting.
798	The association may adopt reasonable written rules governing the
799	frequency, duration, and manner of unit owner statements.
800	Adequate notice of all meetings shall be posted in a conspicuous
801	place upon the cooperative property at least 48 continuous hours
802	preceding the meeting, except in an emergency. Any item not
803	included on the notice may be taken up on an emergency basis by
804	at least a majority plus one of the members of the board. Such
805	emergency action shall be noticed and ratified at the next
806	regular meeting of the board. However, written notice of any
807	meeting at which nonemergency special assessments, or at which
808	amendment to rules regarding unit use, will be considered shall
809	be mailed,or delivered, or electronically transmittedto the
810	unit owners and posted conspicuously on the cooperative property
811	not less than 14 days prior to the meeting. Evidence of
812	compliance with this 14-day notice shall be made by an affidavit
813	executed by the person providing the notice and filed among the
814	official records of the association. Upon notice to the unit
815	owners, the board shall by duly adopted rule designate a
816	specific location on the cooperative property upon which all
817	notices of board meetings shall be posted. In lieu of or in
818	addition to the physical posting of notice of any meeting of the
819	board of administration on the cooperative property, the
820	association may, by reasonable rule, adopt a procedure for
821	conspicuously posting and repeatedly broadcasting the notice and
822	the agenda on a closed-circuit cable television system serving
823	the cooperative association. However, if broadcast notice is
824	used in lieu of a notice posted physically on the cooperative
825	property, the notice and agenda must be broadcast at least four
826	times every broadcast hour of each day that a posted notice is
827	otherwise required under this section. When broadcast notice is
828	provided, the notice and agenda must be broadcast in a manner
829	and for a sufficient continuous length of time so as to allow an
830	average reader to observe the notice and read and comprehend the
831	entire content of the notice and the agenda.Notice of any
832	meeting in which regular assessments against unit owners are to
833	be considered for any reason shall specifically contain a
834	statement that assessments will be considered and the nature of
835	any such assessments. Meetings of a committee to take final
836	action on behalf of the board or to make recommendations to the
837	board regarding the association budget are subject to the
838	provisions of this paragraph. Meetings of a committee that does
839	not take final action on behalf of the board or make
840	recommendations to the board regarding the association budget
841	are subject to the provisions of this section, unless those
842	meetings are exempted from this section by the bylaws of the
843	association. Notwithstanding any other law to the contrary, the
844	requirement that board meetings and committee meetings be open
845	to the unit owners is inapplicable to meetings between the board
846	or a committee and the association's attorney, with respect to
847	proposed or pending litigation, when the meeting is held for the
848	purpose of seeking or rendering legal advice.
849	(d) Shareholder meetings.--There shall be an annual
850	meeting of the shareholders. All members of the board of
851	administration shall be elected at the annual meeting unless the
852	bylaws provide for staggered election terms or for their
853	election at another meeting. Any unit owner desiring to be a
854	candidate for board membership shall comply with subparagraph 1.
855	The bylaws shall provide the method for calling meetings,
856	including annual meetings. Written notice, which notice shall
857	incorporate an identification of agenda items, shall be given to
858	each unit owner at least 14 days prior to the annual meeting and
859	shall be posted in a conspicuous place on the cooperative
860	property at least 14 continuous days preceding the annual
861	meeting. Upon notice to the unit owners, the board shall by
862	duly adopted rule designate a specific location on the
863	cooperative property upon which all notice of unit owner
864	meetings shall be posted. In lieu of or in addition to the
865	physical posting of notice of any meeting of the shareholders on
866	the cooperative property, the association may, by reasonable
867	rule, adopt a procedure for conspicuously posting and repeatedly
868	broadcasting the notice and the agenda on a closed-circuit cable
869	television system serving the cooperative association. However,
870	if broadcast notice is used in lieu of a notice posted
871	physically on the cooperative property, the notice and agenda
872	must be broadcast at least four times every broadcast hour of
873	each day that a posted notice is otherwise required under this
874	section. When broadcast notice is provided, the notice and
875	agenda must be broadcast in a manner and for a sufficient
876	continuous length of time so as to allow an average reader to
877	observe the notice and read and comprehend the entire content of
878	the notice and the agenda.Unless a unit owner waives in writing
879	the right to receive notice of the annual meeting, the notice of
880	the annual meeting shall be sent by mail, hand delivered, or
881	electronically transmittedto each unit owner. An officer of
882	the association shall provide an affidavit or United States
883	Postal Service certificate of mailing, to be included in the
884	official records of the association, affirming that notices of
885	the association meeting were mailed,or hand delivered, or
886	electronically transmitted,in accordance with this provision,
887	to each unit owner at the address last furnished to the
888	association.
889	1. After January 1, 1992, the board of administration
890	shall be elected by written ballot or voting machine. Proxies
891	shall in no event be used in electing the board of
892	administration, either in general elections or elections to fill
893	vacancies caused by recall, resignation, or otherwise unless
894	otherwise provided in this chapter. Not less than 60 days
895	before a scheduled election, the association shall mail,or
896	deliver, or transmit, whether by separate association mailing,
897	delivery, or electronic transmissionor included in another
898	association mailing,or delivery, or electronic transmission,
899	including regularly published newsletters, to each unit owner
900	entitled to vote, a first notice of the date of the election.
901	Any unit owner or other eligible person desiring to be a
902	candidate for the board of administration shall give written
903	notice to the association not less than 40 days before a
904	scheduled election. Together with the written notice and agenda
905	as set forth in this section, the association shall mail,
906	deliver, or electronically transmita second notice of election
907	to all unit owners entitled to vote therein, together with a
908	ballot which shall list all candidates. Upon request of a
909	candidate, the association shall include an information sheet,
910	no larger than 8 1/2 inches by 11 inches, which must be
911	furnished by the candidate not less than 35 days prior to the
912	election, to be included with the mailing, delivery, or
913	electronic transmissionof the ballot, with the costs of
914	mailing,or delivery, or transmissionand copying to be borne by
915	the association. The association has no liability for the
916	contents of the information sheets provided by the candidates.
917	In order to reduce costs, the association may print or duplicate
918	the information sheets on both sides of the paper. The division
919	shall by rule establish voting procedures consistent with the
920	provisions contained herein, including rules providing for
921	giving notice by electronic transmission in a manner authorized
922	by law of meetings of the board of directors and committees and
923	of annual and special meetings of the members and forthe
924	secrecy of ballots. Elections shall be decided by a plurality
925	of those ballots cast. There shall be no quorum requirement.
926	However, at least 20 percent of the eligible voters must cast a
927	ballot in order to have a valid election of members of the board
928	of administration. No unit owner shall permit any other person
929	to vote his or her ballot, and any such ballots improperly cast
930	shall be deemed invalid. A unit owner who needs assistance in
931	casting the ballot for the reasons stated in s. 101.051 may
932	obtain assistance in casting the ballot. Any unit owner
933	violating this provision may be fined by the association in
934	accordance with s. 719.303. The regular election shall occur on
935	the date of the annual meeting. The provisions of this
936	subparagraph shall not apply to timeshare cooperatives.
937	Notwithstanding the provisions of this subparagraph, an election
938	and balloting are not required unless more candidates file a
939	notice of intent to run or are nominated than vacancies exist on
940	the board.
941	2. Any approval by unit owners called for by this chapter,
942	or the applicable cooperative documents, shall be made at a duly
943	noticed meeting of unit owners and shall be subject to all
944	requirements of this chapter or the applicable cooperative
945	documents relating to unit owner decisionmaking, except that
946	unit owners may take action by written agreement, without
947	meetings, on matters for which action by written agreement
948	without meetings is expressly allowed by the applicable
949	cooperative documents or any Florida statute which provides for
950	the unit owner action.
951	3. Unit owners may waive notice of specific meetings if
952	allowed by the applicable cooperative documents or any Florida
953	statute. Unit owners may consent to receiving notice of board,
954	committee, and membership meetings by electronic transmission if
955	the bylaws provide a method for giving notice by electronic
956	transmission.
957	4. Unit owners shall have the right to participate in
958	meetings of unit owners with reference to all designated agenda
959	items. However, the association may adopt reasonable rules
960	governing the frequency, duration, and manner of unit owner
961	participation.
962	5. Any unit owner may tape record or videotape meetings of
963	the unit owners subject to reasonable rules adopted by the
964	division.
965
966	Notwithstanding subparagraphs (b)2. and (d)1., an association
967	may, by the affirmative vote of a majority of the total voting
968	interests, provide for a different voting and election procedure
969	in its bylaws, which vote may be by a proxy specifically
970	delineating the different voting and election procedures. The
971	different voting and election procedures may provide for
972	elections to be conducted by limited or general proxy.
973	(e) Budget procedures.--
974	1. The board of administration shall mail, orhand
975	deliver, or electronically transmitto each unit owner at the
976	address last furnished to the association, a meeting notice and
977	copies of the proposed annual budget of common expenses to the
978	unit owners not less than 14 days prior to the meeting at which
979	the budget will be considered. Evidence of compliance with this
980	14-day notice must be made by an affidavit executed by an
981	officer of the association or the manager or other person
982	providing notice of the meeting and filed among the official
983	records of the association. The meeting must be open to the unit
984	owners.
985	2. If an adopted budget requires assessment against the
986	unit owners in any fiscal or calendar year which exceeds 115
987	percent of the assessments for the preceding year, the board
988	upon written application of 10 percent of the voting interests
989	to the board, shall call a special meeting of the unit owners
990	within 30 days, upon not less than 10 days' written notice to
991	each unit owner. At the special meeting, unit owners shall
992	consider and enact a budget. Unless the bylaws require a larger
993	vote, the adoption of the budget requires a vote of not less
994	than a majority of all the voting interests.
995	3. The board of administration may, in any event, propose
996	a budget to the unit owners at a meeting of members or by
997	writing, and if the budget or proposed budget is approved by the
998	unit owners at the meeting or by a majority of all voting
999	interests in writing, the budget is adopted. If a meeting of
1000	the unit owners has been called and a quorum is not attained or
1001	a substitute budget is not adopted by the unit owners, the
1002	budget adopted by the board of directors goes into effect as
1003	scheduled.
1004	4. In determining whether assessments exceed 115 percent
1005	of similar assessments for prior years, any authorized
1006	provisions for reasonable reserves for repair or replacement of
1007	cooperative property, anticipated expenses by the association
1008	which are not anticipated to be incurred on a regular or annual
1009	basis, or assessments for betterments to the cooperative
1010	property must be excluded from computation. However, as long as
1011	the developer is in control of the board of administration, the
1012	board may not impose an assessment for any year greater than 115
1013	percent of the prior fiscal or calendar year's assessment
1014	without approval of a majority of all voting interests.
1015	(f) Recall of board members.--Subject to the provisions of
1016	s. 719.301, any member of the board of administration may be
1017	recalled and removed from office with or without cause by the
1018	vote or agreement in writing by a majority of all the voting
1019	interests. A special meeting of the voting interests to recall
1020	any member of the board of administration may be called by 10
1021	percent of the unit owners giving notice of the meeting as
1022	required for a meeting of unit owners, and the notice shall
1023	state the purpose of the meeting. Electronic transmission may
1024	not be used as a method of giving notice of a meeting called in
1025	whole or in part for this purpose.
1026	1. If the recall is approved by a majority of all voting
1027	interests by a vote at a meeting, the recall shall be effective
1028	as provided herein. The board shall duly notice and hold a board
1029	meeting within 5 full business days of the adjournment of the
1030	unit owner meeting to recall one or more board members. At the
1031	meeting, the board shall either certify the recall, in which
1032	case such member or members shall be recalled effective
1033	immediately and shall turn over to the board within 5 full
1034	business days any and all records and property of the
1035	association in their possession, or shall proceed as set forth
1036	in subparagraph 3.
1037	2. If the proposed recall is by an agreement in writing by
1038	a majority of all voting interests, the agreement in writing or
1039	a copy thereof shall be served on the association by certified
1040	mail or by personal service in the manner authorized by chapter
1041	48 and the Florida Rules of Civil Procedure. The board of
1042	administration shall duly notice and hold a meeting of the board
1043	within 5 full business days after receipt of the agreement in
1044	writing. At the meeting, the board shall either certify the
1045	written agreement to recall members of the board, in which case
1046	such members shall be recalled effective immediately and shall
1047	turn over to the board, within 5 full business days, any and all
1048	records and property of the association in their possession, or
1049	proceed as described in subparagraph 3.
1050	3. If the board determines not to certify the written
1051	agreement to recall members of the board, or does not certify
1052	the recall by a vote at a meeting, the board shall, within 5
1053	full business days after the board meeting, file with the
1054	division a petition for binding arbitration pursuant to the
1055	procedures of s. 719.1255. For purposes of this paragraph, the
1056	unit owners who voted at the meeting or who executed the
1057	agreement in writing shall constitute one party under the
1058	petition for arbitration. If the arbitrator certifies the recall
1059	as to any member of the board, the recall shall be effective
1060	upon mailing of the final order of arbitration to the
1061	association. If the association fails to comply with the order
1062	of the arbitrator, the division may take action pursuant to s.
1063	719.501. Any member so recalled shall deliver to the board any
1064	and all records and property of the association in the member's
1065	possession within 5 full business days of the effective date of
1066	the recall.
1067	4. If the board fails to duly notice and hold a board
1068	meeting within 5 full business days of service of an agreement
1069	in writing or within 5 full business days of the adjournment of
1070	the unit owner recall meeting, the recall shall be deemed
1071	effective and the board members so recalled shall immediately
1072	turn over to the board any and all records and property of the
1073	association.
1074	5. If a vacancy occurs on the board as a result of a
1075	recall and less than a majority of the board members are
1076	removed, the vacancy may be filled by the affirmative vote of a
1077	majority of the remaining directors, notwithstanding any
1078	provision to the contrary contained in this chapter. If
1079	vacancies occur on the board as a result of a recall and a
1080	majority or more of the board members are removed, the vacancies
1081	shall be filled in accordance with procedural rules to be
1082	adopted by the division, which rules need not be consistent with
1083	this chapter. The rules must provide procedures governing the
1084	conduct of the recall election as well as the operation of the
1085	association during the period after a recall but prior to the
1086	recall election.
1087	(2) OPTIONAL PROVISIONS.--The bylaws may provide for the
1088	following:
1089	(a) Administrative rules.--A method of adopting and of
1090	amending administrative rules and regulations governing the
1091	details of the operation and use of the common areas.
1092	(b) Use and maintenance restrictions.--Restrictions on,
1093	and requirements for, the use, maintenance, and appearance of
1094	the units and the use of the common areas, not inconsistent with
1095	the cooperative documents, designed to prevent unreasonable
1096	interference with the use of the units and common areas.
1097	(c) Notice of meetings.--Provisions for giving notice by
1098	electronic transmissions in a manner authorized by law of
1099	meetings of the board of directors and committees and of annual
1100	and special meetings of the members.
1101	(d)(c)Other matters.--Other provisions not inconsistent
1102	with this chapter or with the cooperative documents as may be
1103	desired.
1104	Section 8. Subsection (6) of section 719.108, Florida
1105	Statutes, is amended to read:
1106	719.108 Rents and assessments; liability; lien and
1107	priority; interest; collection; cooperative ownership.--
1108	(6) Within 15 days after request by a unit owner or
1109	mortgagee, the association shall provide a certificate stating
1110	all assessments and other moneys owed to the association by the
1111	unit owner with respect to the cooperative parcel. Any person
1112	other than the unit owner who relies upon such certificate shall
1113	be protected thereby. Notwithstanding any limitation on transfer
1114	fees contained in s. 719.106(1)(i), the association or its
1115	authorized agent may charge a reasonable fee for the preparation
1116	of the certificate.
1117	Section 9. Subsection (1) of section 720.302, Florida
1118	Statutes, is amended, and subsection (5) is added to that
1119	section, to read:
1120	720.302 Purposes, scope, and application.--
1121	(1) The purposes of ss. 720.301-720.312 are to give
1122	statutory recognition to corporations not for profitthat
1123	operate residential communities in this state, to provide
1124	procedures for operating homeowners' associations, and to
1125	protect the rights of association members without unduly
1126	impairing the ability of such associations to perform their
1127	functions.
1128	(5) Unless expressly stated to the contrary, corporations
1129	not for profit that operate residential homeowners' associations
1130	in this state shall be governed by and subject to chapter 617.
1131	This subsection is intended to clarify existing law.
1132	Section 10. Subsection (2) and paragraph (g) of subsection
1133	(4) of section 720.303, Florida Statutes, are amended to read:
1134	720.303 Association powers and duties; meetings of board;
1135	official records; budgets; financial reporting.--
1136	(2) BOARD MEETINGS.--A meeting of the board of directors
1137	of an association occurs whenever a quorum of the board gathers
1138	to conduct association business. All meetings of the board must
1139	be open to all members except for meetings between the board and
1140	its attorney with respect to proposed or pending litigation
1141	where the contents of the discussion would otherwise be governed
1142	by the attorney-client privilege. Notices of all board meetings
1143	must be posted in a conspicuous place in the community at least
1144	48 hours in advance of a meeting, except in an emergency. In
1145	the alternative, if notice is not posted in a conspicuous place
1146	in the community, notice of each board meeting must be mailed or
1147	delivered to each member at least 7 days before the meeting,
1148	except in an emergency. Notwithstanding this general notice
1149	requirement, for communities with more than 100 members, the
1150	bylaws may provide for a reasonable alternative to posting or
1151	mailing of notice for each board meeting, including publication
1152	of notice,or provision of a schedule of board meetings, or the
1153	conspicuous posting and repeated broadcasting of the notice on a
1154	closed-circuit cable television system serving the homeowners'
1155	association. However, if broadcast notice is used in lieu of a
1156	notice posted physically in the community, the notice must be
1157	broadcast at least four times every broadcast hour of each day
1158	that a posted notice is otherwise required. When broadcast
1159	notice is provided, the notice and agenda must be broadcast in a
1160	manner and for a sufficient continuous length of time so as to
1161	allow an average reader to observe the notice and read and
1162	comprehend the entire content of the notice and the agenda. The
1163	bylaws or amended bylaws may provide for giving notice by
1164	electronic transmission in a manner authorized by law for
1165	meetings of the board of directors, committee meetings requiring
1166	notice under this section, and annual and special meetings of
1167	the members; however, a member must consent in writing to
1168	receiving notice by electronic transmission.An assessment may
1169	not be levied at a board meeting unless the notice of the
1170	meeting includes a statement that assessments will be considered
1171	and the nature of the assessments. Directors may not vote by
1172	proxy or by secret ballot at board meetings, except that secret
1173	ballots may be used in the election of officers. This
1174	subsection also applies to the meetings of any committee or
1175	other similar body, when a final decision will be made regarding
1176	the expenditure of association funds, and to any body vested
1177	with the power to approve or disapprove architectural decisions
1178	with respect to a specific parcel of residential property owned
1179	by a member of the community.
1180	(4) OFFICIAL RECORDS.--The association shall maintain each
1181	of the following items, when applicable, which constitute the
1182	official records of the association:
1183	(g) A current roster of all members and their postal and
1184	electronic mailing addresses and parcel identifications. Upon
1185	the request of a member in writing, the electronic mail address
1186	and the number designated by the member for receiving electronic
1187	transmission of notices shall not be included in the official
1188	records of the association. However, the association is not
1189	liable for an erroneous disclosure of the electronic mail
1190	address or the number for receiving electronic transmission of
1191	notices.
1192	Section 11. This act shall take effect upon becoming a
1193	law.