HB 0695 2003
1	CHAMBER ACTION
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6	The Committee on Commerce recommends the following:
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8	Committee Substitute
9	Remove the entire bill and insert:
10	A bill to be entitled
11	An act relating to corporate affairs; amending s.
12	617.01401, F.S.; defining the term "electronic
13	transmission" for purposes of the Florida Not For Profit
14	Corporation Act; amending s. 617.0141, F.S.; authorizing
15	forms of electronic transmission of notice for domestic or
16	foreign corporations; providing for a corporation member
17	to revoke consent to receiving notice by electronic
18	transmission; providing that an affidavit of notice by
19	electronic transmission is, in the absence of fraud, prima
20	facie evidence of the facts stated in the notice; amending
21	ss. 718.111 and 718.112, F.S.; providing for a condominium
22	association to transmit electronic notices to unit owners;
23	providing that the association is not liable for
24	accidentally or inadvertently disclosing certain address
25	information; revising requirements for use of proxies for
26	voting; authorizing the association to broadcast notice
27	via a closed-circuit television system; prohibiting notice
28	by electronic transmission for a recall of board members;
29	providing for association bylaws to authorize the
30	electronic transmission of notices; amending s. 718.116,
31	F.S.; providing that a described fee may be charged for
32	preparation of a certificate stating certain amounts owed;
33	amending ss. 719.104 and 719.106, F.S.; providing for a
34	cooperative association to transmit electronic notices to
35	unit owners; providing that the association is not liable
36	for accidentally or inadvertently disclosing certain
37	address information; revising requirements for use of
38	proxies for voting; authorizing the association to
39	broadcast notice via a closed-circuit television system;
40	prohibiting notice by electronic transmission for a recall
41	of board members; providing for association bylaws to
42	authorize the electronic transmission of notices; amending
43	s. 719.108, F.S.; providing that a described fee may be
44	charged for preparation of a certificate stating certain
45	amounts owed; amending s. 720.302, F.S.; clarifying that
46	corporations not for profit that operate residential
47	homeowners' associations are subject to the Florida Not
48	For Profit Corporation Act; amending s. 720.303, F.S.;
49	authorizing a homeowners' association to broadcast notice
50	via a closed-circuit television system; providing that the
51	association is not liable for accidentally or
52	inadvertently disclosing certain address information;
53	providing an effective date.
54
55	Be It Enacted by the Legislature of the State of Florida:
56
57	Section 1. Section 617.01401, Florida Statutes, is amended
58	to read:
59	617.01401 Definitions.--As used in this act, unless the
60	context otherwise requires, the term:
61	(1) "Articles of incorporation" includes original,
62	amended, and restated articles of incorporation, articles of
63	consolidation, and articles of merger, and all amendments
64	thereto, including documents designated by the laws of this
65	state as charters, and, in the case of a foreign corporation,
66	documents equivalent to articles of incorporation in the
67	jurisdiction of incorporation.
68	(2) "Board of directors" means the group of persons vested
69	with the management of the affairs of the corporation
70	irrespective of the name by which such group is designated,
71	including, but not limited to, managers or trustees.
72	(3) "Bylaws" means the code or codes of rules adopted for
73	the regulation or management of the affairs of the corporation
74	irrespective of the name or names by which such rules are
75	designated.
76	(4) "Corporation" or "domestic corporation" means a
77	corporation not for profit, subject to the provisions of this
78	act, except a foreign corporation.
79	(5) "Corporation not for profit" means a corporation no
80	part of the income or profit of which is distributable to its
81	members, directors, or officers.
82	(6) "Electronic transmission" means any form of
83	communication, not directly involving the physical transmission
84	or transfer of paper, which creates a record that may be
85	retained, retrieved, and reviewed by a recipient thereof and
86	which may be directly reproduced in a comprehensible and legible
87	paper form by such recipient through an automated process.
88	Examples of electronic transmission include, but are not limited
89	to, telegrams, facsimile transmissions of images, and text that
90	is sent via electronic mail between computers.
91	(7)(6)"Foreign corporation" means a corporation not for
92	profit organized under laws other than the laws of this state.
93	(8)(7)"Insolvent" means the inability of a corporation to
94	pay its debts as they become due in the usual course of its
95	affairs.
96	(9)(8)"Mail" means the United States mail, facsimile
97	transmissions, and private mail carriers handling nationwide
98	mail services.
99	(10)(9)"Member" means one having membership rights in a
100	corporation in accordance with the provisions of its articles of
101	incorporation or bylaws or the provisions of this act.
102	(11)(10)"Person" includes individual and entity.
103	Section 2. Section 617.0141, Florida Statutes, is amended
104	to read:
105	617.0141 Notice.--
106	(1) Notice under this act must be in writing, unless oral
107	notice is:
108	(a) Expressly authorized by the articles of incorporation
109	or the bylaws; and
110	(b) Reasonable under the circumstances.
111	(2) Notice may be communicated in person; by
112	telephone(where oral notice is permitted), telegraph, teletype,
113	or other form of electronic transmissioncommunication; or by
114	mail.
115	(3) Written notice by a domestic or foreign corporation
116	authorized to conduct its affairs in this state to its member,
117	if in a comprehensible form, is effective:
118	(a)When mailed, if mailed postpaid and correctly
119	addressed to the member's address shown in the corporation's
120	current record of members;.
121	(b) When actually transmitted by facsimile
122	telecommunication, if correctly directed to a number at which
123	the member has consented to receive notice;
124	(c) When actually transmitted by electronic mail, if
125	correctly directed to an electronic mail address at which the
126	member has consented to receive notice;
127	(d) When posted on an electronic network that the member
128	has consented to consult, upon the later of:
129	1. Such correct posting; or
130	2. The giving of a separate notice to the member of the
131	fact of such specific posting; or
132	(e) When correctly transmitted to the member, if by any
133	other form of electronic transmission consented to by the member
134	to whom notice is given.
135	(4) Consent by a member to receiving notice by electronic
136	transmission shall be revocable by the member by written notice
137	to the corporation. Any such consent shall be deemed revoked if:
138	(a) The corporation is unable to deliver by electronic
139	transmission two consecutive notices given by the corporation in
140	accordance with such consent; and
141	(b) Such inability becomes known to the secretary or an
142	assistant secretary of the corporation, or other authorized
143	person responsible for the giving of notice. However, the
144	inadvertent failure to treat such inability as a revocation does
145	not invalidate any meeting or other action.
146	(5)(4)Written notice to a domestic or foreign corporation
147	authorized to conduct its affairs in this state may be addressed
148	to its registered agent at its registered office or to the
149	corporation or its secretary at its principal office shown in
150	its most recent annual report or, in the case of a corporation
151	that has not yet delivered an annual report, in a domestic
152	corporation's articles of incorporation or in a foreign
153	corporation's application for certificate of authority.
154	(6)(5)Except as provided in subsection (3) or elsewhere
155	in this act, written notice, if in a comprehensible form, is
156	effective at the earliest date of the following:
157	(a) When received;
158	(b) Five days after its deposit in the United States mail,
159	as evidenced by the postmark, if mailed postpaid and correctly
160	addressed; or
161	(c) On the date shown on the return receipt, if sent by
162	registered or certified mail, return receipt requested, and the
163	receipt is signed by or on behalf of the addressee.
164	(7)(6)Oral notice is effective when communicated if
165	communicated directly to the person to be notified in a
166	comprehensible manner.
167	(8) An affidavit of the secretary, an assistant secretary,
168	the transfer agent, or other authorized agent of the corporation
169	that the notice has been given by a form of electronic
170	transmission is, in the absence of fraud, prima facie evidence
171	of the facts stated in the notice.
172	(9)(7)If this act prescribes notice requirements for
173	particular circumstances, those requirements govern. If
174	articles of incorporation or bylaws prescribe notice
175	requirements not less stringent than the requirements of this
176	section or other provisions of this act, those requirements
177	govern.
178	Section 3. Paragraph (a) of subsection (12) of section
179	718.111, Florida Statutes, is amended to read:
180	718.111 The association.--
181	(12) OFFICIAL RECORDS.--
182	(a) From the inception of the association, the association
183	shall maintain each of the following items, when applicable,
184	which shall constitute the official records of the association:
185	1. A copy of the plans, permits, warranties, and other
186	items provided by the developer pursuant to s. 718.301(4).
187	2. A photocopy of the recorded declaration of condominium
188	of each condominium operated by the association and of each
189	amendment to each declaration.
190	3. A photocopy of the recorded bylaws of the association
191	and of each amendment to the bylaws.
192	4. A certified copy of the articles of incorporation of
193	the association, or other documents creating the association,
194	and of each amendment thereto.
195	5. A copy of the current rules of the association.
196	6. A book or books which contain the minutes of all
197	meetings of the association, of the board of directors, and of
198	unit owners, which minutes shall be retained for a period of not
199	less than 7 years.
200	7. A current roster of all unit owners and their postal
201	and electronicmailing addresses, unit identifications, voting
202	certifications, and, if known, telephone numbers. Upon the
203	request of the unit owner in writing, the electronic mail
204	address and the number designated by the unit owner for
205	receiving electronic transmission of notices shall not be
206	included in the official records of the association. However,
207	the association is not liable for an accidental or inadvertent
208	disclosure of the electronic mail address or the number for
209	receiving electronic transmission of notices unless such
210	disclosure is made in reckless disregard of the private nature
211	of the electronic mail address or the number.
212	8. All current insurance policies of the association and
213	condominiums operated by the association.
214	9. A current copy of any management agreement, lease, or
215	other contract to which the association is a party or under
216	which the association or the unit owners have an obligation or
217	responsibility.
218	10. Bills of sale or transfer for all property owned by
219	the association.
220	11. Accounting records for the association and separate
221	accounting records for each condominium which the association
222	operates. All accounting records shall be maintained for a
223	period of not less than 7 years. The accounting records shall
224	include, but are not limited to:
225	a. Accurate, itemized, and detailed records of all
226	receipts and expenditures.
227	b. A current account and a monthly, bimonthly, or
228	quarterly statement of the account for each unit designating the
229	name of the unit owner, the due date and amount of each
230	assessment, the amount paid upon the account, and the balance
231	due.
232	c. All audits, reviews, accounting statements, and
233	financial reports of the association or condominium.
234	d. All contracts for work to be performed. Bids for work
235	to be performed shall also be considered official records and
236	shall be maintained for a period of 1 year.
237	12. Ballots, sign-in sheets, voting proxies, and all other
238	papers relating to voting by unit owners, which shall be
239	maintained for a period of 1 year from the date of the election,
240	vote, or meeting to which the document relates.
241	13. All rental records, when the association is acting as
242	agent for the rental of condominium units.
243	14. A copy of the current question and answer sheet as
244	described by s. 718.504.
245	15. All other records of the association not specifically
246	included in the foregoing which are related to the operation of
247	the association.
248	Section 4. Paragraphs (b), (c), (d), (e), and (j) of
249	subsection(2) and subsection (3) of section 718.112, Florida
250	Statutes, are amended to read:
251	718.112 Bylaws.--
252	(2) REQUIRED PROVISIONS.--The bylaws shall provide for the
253	following and, if they do not do so, shall be deemed to include
254	the following:
255	(b) Quorum; voting requirements; proxies.--
256	1. Unless a lower number is provided in the bylaws, the
257	percentage of voting interests required to constitute a quorum
258	at a meeting of the members shall be a majority of the voting
259	interests. Unless otherwise provided in this chapter or in the
260	declaration, articles of incorporation, or bylaws, and except as
261	provided in subparagraph (d)3., decisions shall be made by
262	owners of a majority of the voting interests represented at a
263	meeting at which a quorum is present.
264	2. Except as specifically otherwise provided herein, after
265	January 1, 1992, unit owners may not vote by general proxy, but
266	may vote by limited proxies substantially conforming to a
267	limited proxy form adopted by the division. Limited proxies and
268	general proxies may be used to establish a quorum. Limited
269	proxies shall be used for votes taken to waive or reduce
270	reserves in accordance with subparagraph (f)2.; for votes taken
271	to waive the financial reporting requirements of s. 718.111(13);
272	for votes taken to amend the declaration pursuant to s. 718.110;
273	for votes taken to amend the articles of incorporation or bylaws
274	pursuant to this section; and for any other matter for which
275	this chapter requires or permits a vote of the unit owners.
276	Except as provided in paragraph (d), after January 1, 1992, no
277	proxy, limited or general, shall be used in the election of
278	board members. General proxies may be used for other matters for
279	which limited proxies are not required, and may also be used in
280	voting for nonsubstantive changes to items for which a limited
281	proxy is required and given. Notwithstanding the provisions of
282	this subparagraph, unit owners may vote in person at unit owner
283	meetings. Nothing contained herein shall limit the use of
284	general proxies or require the use of limited proxies for any
285	agenda item or election at any meeting of a timeshare
286	condominium association.
287	3. Any proxy given shall be effective only for the
288	specific meeting for which originally given and any lawfully
289	adjourned meetings thereof. In no event shall any proxy be
290	valid for a period longer than 90 days after the date of the
291	first meeting for which it was given. Every proxy is revocable
292	at any time at the pleasure of the unit owner executing it.
293	4. A member of the board of administration or a committee
294	may submit in writing his or her agreement or disagreement with
295	any action taken at a meeting that the member did not attend.
296	This agreement or disagreement may not be used as a vote for or
297	against the action taken and may not be used for the purposes of
298	creating a quorum.
299	5. When any of the board or committee members meet by
300	telephone conference, those board or committee members attending
301	by telephone conference may be counted toward obtaining a quorum
302	and may vote by telephone. A telephone speaker must be used so
303	that the conversation of those board or committee members
304	attending by telephone may be heard by the board or committee
305	members attending in person as well as by any unit owners
306	present at a meeting.
307	(c) Board of administration meetings.--Meetings of the
308	board of administration at which a quorum of the members is
309	present shall be open to all unit owners. Any unit owner may
310	tape record or videotape meetings of the board of
311	administration. The right to attend such meetings includes the
312	right to speak at such meetings with reference to all designated
313	agenda items. The division shall adopt reasonable rules
314	governing the tape recording and videotaping of the meeting.
315	The association may adopt written reasonable rules governing the
316	frequency, duration, and manner of unit owner statements.
317	Adequate notice of all meetings, which notice shall specifically
318	incorporate an identification of agenda items, shall be posted
319	conspicuously on the condominium property at least 48 continuous
320	hours preceding the meeting except in an emergency. Any item
321	not included on the notice may be taken up on an emergency basis
322	by at least a majority plus one of the members of the board.
323	Such emergency action shall be noticed and ratified at the next
324	regular meeting of the board. However, written notice of any
325	meeting at which nonemergency special assessments, or at which
326	amendment to rules regarding unit use, will be considered shall
327	be mailed,or delivered, or electronically transmittedto the
328	unit owners and posted conspicuously on the condominium property
329	not less than 14 days prior to the meeting. Evidence of
330	compliance with this 14-day notice shall be made by an affidavit
331	executed by the person providing the notice and filed among the
332	official records of the association. Upon notice to the unit
333	owners, the board shall by duly adopted rule designate a
334	specific location on the condominium property or association
335	property upon which all notices of board meetings shall be
336	posted. If there is no condominium property or association
337	property upon which notices can be posted, notices of board
338	meetings shall be mailed,or delivered, or electronically
339	transmittedat least 14 days before the meeting to the owner of
340	each unit. In lieu of or in addition to the physical posting of
341	notice of any meeting of the board of administration on the
342	condominium property, the association may, by reasonable rule,
343	adopt a procedure for conspicuously posting and repeatedly
344	broadcasting the notice and the agenda on a closed-circuit cable
345	television system serving the condominium association. However,
346	if broadcast notice is used in lieu of a notice posted
347	physically on the condominium property, the notice and agenda
348	must be broadcast at least four times every broadcast hour of
349	each day that a posted notice is otherwise required under this
350	section. When broadcast notice is provided, the notice and
351	agenda must be broadcast in a manner and for a sufficient
352	continuous length of time so as to allow an average reader to
353	observe the notice and read and comprehend the entire content of
354	the notice and the agenda.Notice of any meeting in which
355	regular assessments against unit owners are to be considered for
356	any reason shall specifically contain a statement that
357	assessments will be considered and the nature of any such
358	assessments. Meetings of a committee to take final action on
359	behalf of the board or make recommendations to the board
360	regarding the association budget are subject to the provisions
361	of this paragraph. Meetings of a committee that does not take
362	final action on behalf of the board or make recommendations to
363	the board regarding the association budget are subject to the
364	provisions of this section, unless those meetings are exempted
365	from this section by the bylaws of the association.
366	Notwithstanding any other law, the requirement that board
367	meetings and committee meetings be open to the unit owners is
368	inapplicable to meetings between the board or a committee and
369	the association's attorney, with respect to proposed or pending
370	litigation, when the meeting is held for the purpose of seeking
371	or rendering legal advice.
372	(d) Unit owner meetings.--
373	1. There shall be an annual meeting of the unit owners.
374	Unless the bylaws provide otherwise, a vacancy on the board
375	caused by the expiration of a director's term shall be filled by
376	electing a new board member, and the election shall be by secret
377	ballot; however, if the number of vacancies equals or exceeds
378	the number of candidates, no election is required. If there is
379	no provision in the bylaws for terms of the members of the
380	board, the terms of all members of the board shall expire upon
381	the election of their successors at the annual meeting. Any unit
382	owner desiring to be a candidate for board membership shall
383	comply with subparagraph 3. A person who has been convicted of
384	any felony by any court of record in the United States and who
385	has not had his or her right to vote restored pursuant to law in
386	the jurisdiction of his or her residence is not eligible for
387	board membership. The validity of an action by the board is not
388	affected if it is later determined that a member of the board is
389	ineligible for board membership due to having been convicted of
390	a felony.
391	2. The bylaws shall provide the method of calling meetings
392	of unit owners, including annual meetings. Written notice, which
393	notice must include an agenda, shall be mailed,orhand
394	delivered, or electronically transmittedto each unit owner at
395	least 14 days prior to the annual meeting and shall be posted in
396	a conspicuous place on the condominium property at least 14
397	continuous days preceding the annual meeting. Upon notice to the
398	unit owners, the board shall by duly adopted rule designate a
399	specific location on the condominium property or association
400	property upon which all notices of unit owner meetings shall be
401	posted; however, if there is no condominium property or
402	association property upon which notices can be posted, this
403	requirement does not apply. In lieu of or in addition to the
404	physical posting of notice of any meeting of the unit owners on
405	the condominium property, the association may, by reasonable
406	rule, adopt a procedure for conspicuously posting and repeatedly
407	broadcasting the notice and the agenda on a closed-circuit cable
408	television system serving the condominium association. However,
409	if broadcast notice is used in lieu of a notice posted
410	physically on the condominium property, the notice and agenda
411	must be broadcast at least four times every broadcast hour of
412	each day that a posted notice is otherwise required under this
413	section. When broadcast notice is provided, the notice and
414	agenda must be broadcast in a manner and for a sufficient
415	continuous length of time so as to allow an average reader to
416	observe the notice and read and comprehend the entire content of
417	the notice and the agenda.Unless a unit owner waives in writing
418	the right to receive notice of the annual meeting, such notice
419	shall be hand delivered,or mailed, or electronically
420	transmittedto each unit owner. Notice for meetings and notice
421	for all other purposes shall be mailed to each unit owner at the
422	address last furnished to the association by the unit owner, or
423	hand delivered to each unit owner. However, if a unit is owned
424	by more than one person, the association shall provide notice,
425	for meetings and all other purposes, to that one address which
426	the developer initially identifies for that purpose and
427	thereafter as one or more of the owners of the unit shall so
428	advise the association in writing, or if no address is given or
429	the owners of the unit do not agree, to the address provided on
430	the deed of record. An officer of the association, or the
431	manager or other person providing notice of the association
432	meeting, shall provide an affidavit or United States Postal
433	Service certificate of mailing, to be included in the official
434	records of the association affirming that the notice was mailed
435	or hand delivered, in accordance with this provision.
436	3. The members of the board shall be elected by written
437	ballot or voting machine. Proxies shall in no event be used in
438	electing the board, either in general elections or elections to
439	fill vacancies caused by recall, resignation, or otherwise,
440	unless otherwise provided in this chapter. Not less than 60 days
441	before a scheduled election, the association shall mail,or
442	deliver, or electronically transmit,whether by separate
443	association mailing or included in another association mailing,
444	or delivery, or transmission,including regularly published
445	newsletters, to each unit owner entitled to a vote, a first
446	notice of the date of the election. Any unit owner or other
447	eligible person desiring to be a candidate for the board must
448	give written notice to the association not less than 40 days
449	before a scheduled election. Together with the written notice
450	and agenda as set forth in subparagraph 2., the association
451	shall mail,or deliver, or electronically transmita second
452	notice of the election to all unit owners entitled to vote
453	therein, together with a ballot which shall list all candidates.
454	Upon request of a candidate, the association shall include an
455	information sheet, no larger than 8 1/2 inches by 11 inches,
456	which must be furnished by the candidate not less than 35 days
457	before the election, to be included with the mailing, delivery,
458	or transmission of the ballot, with the costs of mailing,or
459	delivery, or electronic transmissionand copying to be borne by
460	the association. The association is not liable for the contents
461	of the information sheets prepared by the candidates. In order
462	to reduce costs, the association may print or duplicate the
463	information sheets on both sides of the paper. The division
464	shall by rule establish voting procedures consistent with the
465	provisions contained herein, including rules providing for
466	giving notice to the members by electronic transmission in a
467	manner authorized by law and forthe secrecy of ballots.
468	Elections shall be decided by a plurality of those ballots cast.
469	There shall be no quorum requirement; however, at least 20
470	percent of the eligible voters must cast a ballot in order to
471	have a valid election of members of the board. No unit owner
472	shall permit any other person to vote his or her ballot, and any
473	such ballots improperly cast shall be deemed invalid, provided
474	any unit owner who violates this provision may be fined by the
475	association in accordance with s. 718.303. A unit owner who
476	needs assistance in casting the ballot for the reasons stated in
477	s. 101.051 may obtain assistance in casting the ballot. The
478	regular election shall occur on the date of the annual meeting.
479	The provisions of this subparagraph shall not apply to timeshare
480	condominium associations. Notwithstanding the provisions of this
481	subparagraph, an election is not required unless more candidates
482	file notices of intent to run or are nominated than board
483	vacancies exist.
484	4. Any approval by unit owners called for by this chapter
485	or the applicable declaration or bylaws, including, but not
486	limited to, the approval requirement in s. 718.111(8), shall be
487	made at a duly noticed meeting of unit owners and shall be
488	subject to all requirements of this chapter or the applicable
489	condominium documents relating to unit owner decisionmaking,
490	except that unit owners may take action by written agreement,
491	without meetings, on matters for which action by written
492	agreement without meetings is expressly allowed by the
493	applicable bylaws or declaration or any statute that provides
494	for such action.
495	5. Unit owners may waive notice of specific meetings if
496	allowed by the applicable bylaws or declaration or any statute.
497	Unit owners may consent to receiving notice of board, committee,
498	and membership meetings by electronic transmission if the bylaws
499	provide a method for giving notice by electronic transmission.
500	6. Unit owners shall have the right to participate in
501	meetings of unit owners with reference to all designated agenda
502	items. However, the association may adopt reasonable rules
503	governing the frequency, duration, and manner of unit owner
504	participation.
505	7. Any unit owner may tape record or videotape a meeting
506	of the unit owners subject to reasonable rules adopted by the
507	division.
508	8. Unless otherwise provided in the bylaws, any vacancy
509	occurring on the board before the expiration of a term may be
510	filled by the affirmative vote of the majority of the remaining
511	directors, even if the remaining directors constitute less than
512	a quorum, or by the sole remaining director. In the alternative,
513	a board may hold an election to fill the vacancy, in which case
514	the election procedures must conform to the requirements of
515	subparagraph 3. unless the association has opted out of the
516	statutory election process, in which case the bylaws of the
517	association control. Unless otherwise provided in the bylaws, a
518	board member appointed or elected under this section shall fill
519	the vacancy for the unexpired term of the seat being filled.
520	Filling vacancies created by recall is governed by paragraph(j)
521	and rules adopted by the division.
522
523	Notwithstanding subparagraphs (b)2. and (d)3., an association
524	may, by the affirmative vote of a majority of the total voting
525	interests, provide for different voting and election procedures
526	in its bylaws, which vote may be by a proxy specifically
527	delineating the different voting and election procedures. The
528	different voting and election procedures may provide for
529	elections to be conducted by limited or general proxy.
530	(e) Budget meeting.--
531	1. Any meeting at which a proposed annual budget of an
532	association will be considered by the board or unit owners shall
533	be open to all unit owners. At least 14 days prior to such a
534	meeting, the board shall hand deliver to each unit owner, or
535	mail to each unit owner at the address last furnished to the
536	association by the unit owner, or electronically transmit to the
537	location furnished by the unit owner for that purposea notice
538	of such meeting and a copy of the proposed annual budget. An
539	officer or manager of the association, or other person providing
540	notice of such meeting, shall execute an affidavit evidencing
541	compliance with such notice requirement, and such affidavit
542	shall be filed among the official records of the association.
543	2.a. If a board adopts in any fiscal year an annual budget
544	which requires assessments against unit owners which exceed 115
545	percent of assessments for the preceding fiscal year, the board
546	shall conduct a special meeting of the unit owners to consider a
547	substitute budget if the board receives, within 21 days after
548	adoption of the annual budget, a written request for a special
549	meeting from at least 10 percent of all voting interests. The
550	special meeting shall be conducted within 60 days after adoption
551	of the annual budget. At least 14 days prior to such special
552	meeting, the board shall hand deliver to each unit owner, or
553	mail to each unit owner at the address last furnished to the
554	association, a notice of the meeting. An officer or manager of
555	the association, or other person providing notice of such
556	meeting shall execute an affidavit evidencing compliance with
557	this notice requirement, and such affidavit shall be filed among
558	the official records of the association. Unit owners may
559	consider and adopt a substitute budget at the special meeting. A
560	substitute budget is adopted if approved by a majority of all
561	voting interests unless the bylaws require adoption by a greater
562	percentage of voting interests. If there is not a quorum at the
563	special meeting or a substitute budget is not adopted, the
564	annual budget previously adopted by the board shall take effect
565	as scheduled.
566	b. Any determination of whether assessments exceed 115
567	percent of assessments for the prior fiscal year shall exclude
568	any authorized provision for reasonable reserves for repair or
569	replacement of the condominium property, anticipated expenses of
570	the association which the board does not expect to be incurred
571	on a regular or annual basis, or assessments for betterments to
572	the condominium property.
573	c. If the developer controls the board, assessments shall
574	not exceed 115 percent of assessments for the prior fiscal year
575	unless approved by a majority of all voting interests.
576	(j) Recall of board members.--Subject to the provisions of
577	s. 718.301, any member of the board of administration may be
578	recalled and removed from office with or without cause by the
579	vote or agreement in writing by a majority of all the voting
580	interests. A special meeting of the unit owners to recall a
581	member or members of the board of administration may be called
582	by 10 percent of the voting interests giving notice of the
583	meeting as required for a meeting of unit owners, and the notice
584	shall state the purpose of the meeting. Electronic transmission
585	may not be used as a method of giving notice of a meeting called
586	in whole or in part for this purpose.
587	1. If the recall is approved by a majority of all voting
588	interests by a vote at a meeting, the recall will be effective
589	as provided herein. The board shall duly notice and hold a board
590	meeting within 5 full business days of the adjournment of the
591	unit owner meeting to recall one or more board members. At the
592	meeting, the board shall either certify the recall, in which
593	case such member or members shall be recalled effective
594	immediately and shall turn over to the board within 5 full
595	business days any and all records and property of the
596	association in their possession, or shall proceed as set forth
597	in subparagraph 3.
598	2. If the proposed recall is by an agreement in writing by
599	a majority of all voting interests, the agreement in writing or
600	a copy thereof shall be served on the association by certified
601	mail or by personal service in the manner authorized by chapter
602	48 and the Florida Rules of Civil Procedure. The board of
603	administration shall duly notice and hold a meeting of the board
604	within 5 full business days after receipt of the agreement in
605	writing. At the meeting, the board shall either certify the
606	written agreement to recall a member or members of the board, in
607	which case such member or members shall be recalled effective
608	immediately and shall turn over to the board within 5 full
609	business days any and all records and property of the
610	association in their possession, or proceed as described in
611	subparagraph 3.
612	3. If the board determines not to certify the written
613	agreement to recall a member or members of the board, or does
614	not certify the recall by a vote at a meeting, the board shall,
615	within 5 full business days after the meeting, file with the
616	division a petition for arbitration pursuant to the procedures
617	in s. 718.1255. For the purposes of this section, the unit
618	owners who voted at the meeting or who executed the agreement in
619	writing shall constitute one party under the petition for
620	arbitration. If the arbitrator certifies the recall as to any
621	member or members of the board, the recall will be effective
622	upon mailing of the final order of arbitration to the
623	association. If the association fails to comply with the order
624	of the arbitrator, the division may take action pursuant to s.
625	718.501. Any member or members so recalled shall deliver to the
626	board any and all records of the association in their possession
627	within 5 full business days of the effective date of the recall.
628	4. If the board fails to duly notice and hold a board
629	meeting within 5 full business days of service of an agreement
630	in writing or within 5 full business days of the adjournment of
631	the unit owner recall meeting, the recall shall be deemed
632	effective and the board members so recalled shall immediately
633	turn over to the board any and all records and property of the
634	association.
635	5. If a vacancy occurs on the board as a result of a
636	recall and less than a majority of the board members are
637	removed, the vacancy may be filled by the affirmative vote of a
638	majority of the remaining directors, notwithstanding any
639	provision to the contrary contained in this subsection. If
640	vacancies occur on the board as a result of a recall and a
641	majority or more of the board members are removed, the vacancies
642	shall be filled in accordance with procedural rules to be
643	adopted by the division, which rules need not be consistent with
644	this subsection. The rules must provide procedures governing the
645	conduct of the recall election as well as the operation of the
646	association during the period after a recall but prior to the
647	recall election.
648	(3) OPTIONAL PROVISIONS.--The bylaws as originally
649	recorded or as amended under the procedures provided therein may
650	provide for the following:
651	(a) A method of adopting and amending administrative rules
652	and regulations governing the details of the operation and use
653	of the common elements.
654	(b) Restrictions on and requirements for the use,
655	maintenance, and appearance of the units and the use of the
656	common elements.
657	(c) Provisions for giving notice by electronic
658	transmission in a manner authorized by law of meetings of the
659	board of directors and committees and of annual and special
660	meetings of the members.
661	(d)(c)Other provisions which are not inconsistent with
662	this chapter or with the declaration, as may be desired.
663	Section 5. Subsection (8) of section 718.116, Florida
664	Statutes, is amended to read:
665	718.116 Assessments; liability; lien and priority;
666	interest; collection.--
667	(8) Within 15 days after receiving a written request
668	therefor from a unit owner purchaser, or mortgagee, the
669	association shall provide a certificate signed by an officer or
670	agent of the association stating all assessments and other
671	moneys owed to the association by the unit owner with respect to
672	the condominium parcel. Any person other than the owner who
673	relies upon such certificate shall be protected thereby. A
674	summary proceeding pursuant to s. 51.011 may be brought to
675	compel compliance with this subsection, and in any such action
676	the prevailing party is entitled to recover reasonable
677	attorney's fees. Notwithstanding any limitation on transfer fees
678	contained in s. 718.112(2)(i), the association or its authorized
679	agent may charge a reasonable fee for the preparation of the
680	certificate.
681	Section 6. Paragraph (a) of subsection (2) of section
682	719.104, Florida Statutes, is amended to read:
683	719.104 Cooperatives; access to units; records; financial
684	reports; assessments; purchase of leases.--
685	(2) OFFICIAL RECORDS.--
686	(a) From the inception of the association, the association
687	shall maintain a copy of each of the following, where
688	applicable, which shall constitute the official records of the
689	association:
690	1. The plans, permits, warranties, and other items
691	provided by the developer pursuant to s. 719.301(4).
692	2. A photocopy of the cooperative documents.
693	3. A copy of the current rules of the association.
694	4. A book or books containing the minutes of all meetings
695	of the association, of the board of directors, and of the unit
696	owners, which minutes shall be retained for a period of not less
697	than 7 years.
698	5. A current roster of all unit owners and their postal
699	and electronicmailing addresses, unit identifications, voting
700	certifications, and, if known, telephone numbers. Upon the
701	request of the unit owner in writing, the electronic mail
702	address and the number designated by the unit owner for
703	receiving electronic transmission of notices shall not be
704	included in the official records of the association. However,
705	the association is not liable for an accidental or inadvertent
706	disclosure of the electronic mail address or the number for
707	receiving electronic transmission of notices unless such
708	disclosure is made in reckless disregard of the private nature
709	of the electronic mail address or the number.
710	6. All current insurance policies of the association.
711	7. A current copy of any management agreement, lease, or
712	other contract to which the association is a party or under
713	which the association or the unit owners have an obligation or
714	responsibility.
715	8. Bills of sale or transfer for all property owned by the
716	association.
717	9. Accounting records for the association and separate
718	accounting records for each unit it operates, according to good
719	accounting practices. All accounting records shall be maintained
720	for a period of not less than 7 years. The accounting records
721	shall include, but not be limited to:
722	a. Accurate, itemized, and detailed records of all
723	receipts and expenditures.
724	b. A current account and a monthly, bimonthly, or
725	quarterly statement of the account for each unit designating the
726	name of the unit owner, the due date and amount of each
727	assessment, the amount paid upon the account, and the balance
728	due.
729	c. All audits, reviews, accounting statements, and
730	financial reports of the association.
731	d. All contracts for work to be performed. Bids for work
732	to be performed shall also be considered official records and
733	shall be maintained for a period of 1 year.
734	10. Ballots, sign-in sheets, voting proxies, and all other
735	papers relating to voting by unit owners, which shall be
736	maintained for a period of 1 year after the date of the
737	election, vote, or meeting to which the document relates.
738	11. All rental records where the association is acting as
739	agent for the rental of units.
740	12. A copy of the current question and answer sheet as
741	described in s. 719.504.
742	13. All other records of the association not specifically
743	included in the foregoing which are related to the operation of
744	the association.
745	Section 7. Paragraphs (b), (c), (d), (e), and (f) of
746	subsection(1) and subsection (2) of section 719.106, Florida
747	Statutes, are amended to read:
748	719.106 Bylaws; cooperative ownership.--
749	(1) MANDATORY PROVISIONS.--The bylaws or other cooperative
750	documents shall provide for the following, and if they do not,
751	they shall be deemed to include the following:
752	(b) Quorum; voting requirements; proxies.--
753	1. Unless otherwise provided in the bylaws, the percentage
754	of voting interests required to constitute a quorum at a meeting
755	of the members shall be a majority of voting interests, and
756	decisions shall be made by owners of a majority of the voting
757	interests. Unless otherwise provided in this chapter, or in the
758	articles of incorporation, bylaws, or other cooperative
759	documents, and except as provided in subparagraph (d)1.,
760	decisions shall be made by owners of a majority of the voting
761	interests represented at a meeting at which a quorum is present.
762	2. Except as specifically otherwise provided herein, after
763	January 1, 1992, unit owners may not vote by general proxy, but
764	may vote by limited proxies substantially conforming to a
765	limited proxy form adopted by the division. Limited proxies and
766	general proxies may be used to establish a quorum. Limited
767	proxies shall be used for votes taken to waive or reduce
768	reserves in accordance with subparagraph (j)2., for votes taken
769	to waive the financial reporting requirements of s. 719.104(4),
770	for votes taken to amend the articles of incorporation or bylaws
771	pursuant to this section, and for any other matter for which
772	this chapter requires or permits a vote of the unit owners.
773	Except as provided in paragraph (d), after January 1, 1992, no
774	proxy, limited or general, shall be used in the election of
775	board members. General proxies may be used for other matters for
776	which limited proxies are not required, and may also be used in
777	voting for nonsubstantive changes to items for which a limited
778	proxy is required and given. Notwithstanding the provisions of
779	this section, unit owners may vote in person at unit owner
780	meetings. Nothing contained herein shall limit the use of
781	general proxies or require the use of limited proxies or require
782	the use of limited proxies for any agenda item or election at
783	any meeting of a timeshare cooperative.
784	3. Any proxy given shall be effective only for the
785	specific meeting for which originally given and any lawfully
786	adjourned meetings thereof. In no event shall any proxy be
787	valid for a period longer than 90 days after the date of the
788	first meeting for which it was given. Every proxy shall be
789	revocable at any time at the pleasure of the unit owner
790	executing it.
791	4. A member of the board of administration or a committee
792	may submit in writing his or her agreement or disagreement with
793	any action taken at a meeting that the member did not attend.
794	This agreement or disagreement may not be used as a vote for or
795	against the action taken and may not be used for the purposes of
796	creating a quorum.
797	5. When some or all of the board or committee members meet
798	by telephone conference, those board or committee members
799	attending by telephone conference may be counted toward
800	obtaining a quorum and may vote by telephone. A telephone
801	speaker shall be utilized so that the conversation of those
802	board or committee members attending by telephone may be heard
803	by the board or committee members attending in person, as well
804	as by unit owners present at a meeting.
805	(c) Board of administration meetings.--Meetings of the
806	board of administration at which a quorum of the members is
807	present shall be open to all unit owners. Any unit owner may
808	tape record or videotape meetings of the board of
809	administration. The right to attend such meetings includes the
810	right to speak at such meetings with reference to all designated
811	agenda items. The division shall adopt reasonable rules
812	governing the tape recording and videotaping of the meeting.
813	The association may adopt reasonable written rules governing the
814	frequency, duration, and manner of unit owner statements.
815	Adequate notice of all meetings shall be posted in a conspicuous
816	place upon the cooperative property at least 48 continuous hours
817	preceding the meeting, except in an emergency. Any item not
818	included on the notice may be taken up on an emergency basis by
819	at least a majority plus one of the members of the board. Such
820	emergency action shall be noticed and ratified at the next
821	regular meeting of the board. However, written notice of any
822	meeting at which nonemergency special assessments, or at which
823	amendment to rules regarding unit use, will be considered shall
824	be mailed,or delivered, or electronically transmittedto the
825	unit owners and posted conspicuously on the cooperative property
826	not less than 14 days prior to the meeting. Evidence of
827	compliance with this 14-day notice shall be made by an affidavit
828	executed by the person providing the notice and filed among the
829	official records of the association. Upon notice to the unit
830	owners, the board shall by duly adopted rule designate a
831	specific location on the cooperative property upon which all
832	notices of board meetings shall be posted. In lieu of or in
833	addition to the physical posting of notice of any meeting of the
834	board of administration on the cooperative property, the
835	association may, by reasonable rule, adopt a procedure for
836	conspicuously posting and repeatedly broadcasting the notice and
837	the agenda on a closed-circuit cable television system serving
838	the cooperative association. However, if broadcast notice is
839	used in lieu of a notice posted physically on the cooperative
840	property, the notice and agenda must be broadcast at least four
841	times every broadcast hour of each day that a posted notice is
842	otherwise required under this section. When broadcast notice is
843	provided, the notice and agenda must be broadcast in a manner
844	and for a sufficient continuous length of time so as to allow an
845	average reader to observe the notice and read and comprehend the
846	entire content of the notice and the agenda.Notice of any
847	meeting in which regular assessments against unit owners are to
848	be considered for any reason shall specifically contain a
849	statement that assessments will be considered and the nature of
850	any such assessments. Meetings of a committee to take final
851	action on behalf of the board or to make recommendations to the
852	board regarding the association budget are subject to the
853	provisions of this paragraph. Meetings of a committee that does
854	not take final action on behalf of the board or make
855	recommendations to the board regarding the association budget
856	are subject to the provisions of this section, unless those
857	meetings are exempted from this section by the bylaws of the
858	association. Notwithstanding any other law to the contrary, the
859	requirement that board meetings and committee meetings be open
860	to the unit owners is inapplicable to meetings between the board
861	or a committee and the association's attorney, with respect to
862	proposed or pending litigation, when the meeting is held for the
863	purpose of seeking or rendering legal advice.
864	(d) Shareholder meetings.--There shall be an annual
865	meeting of the shareholders. All members of the board of
866	administration shall be elected at the annual meeting unless the
867	bylaws provide for staggered election terms or for their
868	election at another meeting. Any unit owner desiring to be a
869	candidate for board membership shall comply with subparagraph 1.
870	The bylaws shall provide the method for calling meetings,
871	including annual meetings. Written notice, which notice shall
872	incorporate an identification of agenda items, shall be given to
873	each unit owner at least 14 days prior to the annual meeting and
874	shall be posted in a conspicuous place on the cooperative
875	property at least 14 continuous days preceding the annual
876	meeting. Upon notice to the unit owners, the board shall by
877	duly adopted rule designate a specific location on the
878	cooperative property upon which all notice of unit owner
879	meetings shall be posted. In lieu of or in addition to the
880	physical posting of notice of any meeting of the shareholders on
881	the cooperative property, the association may, by reasonable
882	rule, adopt a procedure for conspicuously posting and repeatedly
883	broadcasting the notice and the agenda on a closed-circuit cable
884	television system serving the cooperative association. However,
885	if broadcast notice is used in lieu of a notice posted
886	physically on the cooperative property, the notice and agenda
887	must be broadcast at least four times every broadcast hour of
888	each day that a posted notice is otherwise required under this
889	section. When broadcast notice is provided, the notice and
890	agenda must be broadcast in a manner and for a sufficient
891	continuous length of time so as to allow an average reader to
892	observe the notice and read and comprehend the entire content of
893	the notice and the agenda.Unless a unit owner waives in writing
894	the right to receive notice of the annual meeting, the notice of
895	the annual meeting shall be sent by mail, hand delivered, or
896	electronically transmittedto each unit owner. An officer of
897	the association shall provide an affidavit or United States
898	Postal Service certificate of mailing, to be included in the
899	official records of the association, affirming that notices of
900	the association meeting were mailed,or hand delivered, or
901	electronically transmitted,in accordance with this provision,
902	to each unit owner at the address last furnished to the
903	association.
904	1. After January 1, 1992, the board of administration
905	shall be elected by written ballot or voting machine. Proxies
906	shall in no event be used in electing the board of
907	administration, either in general elections or elections to fill
908	vacancies caused by recall, resignation, or otherwise unless
909	otherwise provided in this chapter. Not less than 60 days
910	before a scheduled election, the association shall mail,or
911	deliver, or transmit, whether by separate association mailing,
912	delivery, or electronic transmissionor included in another
913	association mailing,or delivery, or electronic transmission,
914	including regularly published newsletters, to each unit owner
915	entitled to vote, a first notice of the date of the election.
916	Any unit owner or other eligible person desiring to be a
917	candidate for the board of administration shall give written
918	notice to the association not less than 40 days before a
919	scheduled election. Together with the written notice and agenda
920	as set forth in this section, the association shall mail,
921	deliver, or electronically transmita second notice of election
922	to all unit owners entitled to vote therein, together with a
923	ballot which shall list all candidates. Upon request of a
924	candidate, the association shall include an information sheet,
925	no larger than 8 1/2 inches by 11 inches, which must be
926	furnished by the candidate not less than 35 days prior to the
927	election, to be included with the mailing, delivery, or
928	electronic transmissionof the ballot, with the costs of
929	mailing,or delivery, or transmissionand copying to be borne by
930	the association. The association has no liability for the
931	contents of the information sheets provided by the candidates.
932	In order to reduce costs, the association may print or duplicate
933	the information sheets on both sides of the paper. The division
934	shall by rule establish voting procedures consistent with the
935	provisions contained herein, including rules providing for
936	giving notice by electronic transmission in a manner authorized
937	by law of meetings of the board of directors and committees and
938	of annual and special meetings of the members and forthe
939	secrecy of ballots. Elections shall be decided by a plurality
940	of those ballots cast. There shall be no quorum requirement.
941	However, at least 20 percent of the eligible voters must cast a
942	ballot in order to have a valid election of members of the board
943	of administration. No unit owner shall permit any other person
944	to vote his or her ballot, and any such ballots improperly cast
945	shall be deemed invalid. A unit owner who needs assistance in
946	casting the ballot for the reasons stated in s. 101.051 may
947	obtain assistance in casting the ballot. Any unit owner
948	violating this provision may be fined by the association in
949	accordance with s. 719.303. The regular election shall occur on
950	the date of the annual meeting. The provisions of this
951	subparagraph shall not apply to timeshare cooperatives.
952	Notwithstanding the provisions of this subparagraph, an election
953	and balloting are not required unless more candidates file a
954	notice of intent to run or are nominated than vacancies exist on
955	the board.
956	2. Any approval by unit owners called for by this chapter,
957	or the applicable cooperative documents, shall be made at a duly
958	noticed meeting of unit owners and shall be subject to all
959	requirements of this chapter or the applicable cooperative
960	documents relating to unit owner decisionmaking, except that
961	unit owners may take action by written agreement, without
962	meetings, on matters for which action by written agreement
963	without meetings is expressly allowed by the applicable
964	cooperative documents or any Florida statute which provides for
965	the unit owner action.
966	3. Unit owners may waive notice of specific meetings if
967	allowed by the applicable cooperative documents or any Florida
968	statute. Unit owners may consent to receiving notice of board,
969	committee, and membership meetings by electronic transmission if
970	the bylaws provide a method for giving notice by electronic
971	transmission.
972	4. Unit owners shall have the right to participate in
973	meetings of unit owners with reference to all designated agenda
974	items. However, the association may adopt reasonable rules
975	governing the frequency, duration, and manner of unit owner
976	participation.
977	5. Any unit owner may tape record or videotape meetings of
978	the unit owners subject to reasonable rules adopted by the
979	division.
980
981	Notwithstanding subparagraphs (b)2. and (d)1., an association
982	may, by the affirmative vote of a majority of the total voting
983	interests, provide for a different voting and election procedure
984	in its bylaws, which vote may be by a proxy specifically
985	delineating the different voting and election procedures. The
986	different voting and election procedures may provide for
987	elections to be conducted by limited or general proxy.
988	(e) Budget procedures.--
989	1. The board of administration shall mail, orhand
990	deliver, or electronically transmitto each unit owner at the
991	address last furnished to the association, a meeting notice and
992	copies of the proposed annual budget of common expenses to the
993	unit owners not less than 14 days prior to the meeting at which
994	the budget will be considered. Evidence of compliance with this
995	14-day notice must be made by an affidavit executed by an
996	officer of the association or the manager or other person
997	providing notice of the meeting and filed among the official
998	records of the association. The meeting must be open to the unit
999	owners.
1000	2. If an adopted budget requires assessment against the
1001	unit owners in any fiscal or calendar year which exceeds 115
1002	percent of the assessments for the preceding year, the board
1003	upon written application of 10 percent of the voting interests
1004	to the board, shall call a special meeting of the unit owners
1005	within 30 days, upon not less than 10 days' written notice to
1006	each unit owner. At the special meeting, unit owners shall
1007	consider and enact a budget. Unless the bylaws require a larger
1008	vote, the adoption of the budget requires a vote of not less
1009	than a majority of all the voting interests.
1010	3. The board of administration may, in any event, propose
1011	a budget to the unit owners at a meeting of members or by
1012	writing, and if the budget or proposed budget is approved by the
1013	unit owners at the meeting or by a majority of all voting
1014	interests in writing, the budget is adopted. If a meeting of
1015	the unit owners has been called and a quorum is not attained or
1016	a substitute budget is not adopted by the unit owners, the
1017	budget adopted by the board of directors goes into effect as
1018	scheduled.
1019	4. In determining whether assessments exceed 115 percent
1020	of similar assessments for prior years, any authorized
1021	provisions for reasonable reserves for repair or replacement of
1022	cooperative property, anticipated expenses by the association
1023	which are not anticipated to be incurred on a regular or annual
1024	basis, or assessments for betterments to the cooperative
1025	property must be excluded from computation. However, as long as
1026	the developer is in control of the board of administration, the
1027	board may not impose an assessment for any year greater than 115
1028	percent of the prior fiscal or calendar year's assessment
1029	without approval of a majority of all voting interests.
1030	(f) Recall of board members.--Subject to the provisions of
1031	s. 719.301, any member of the board of administration may be
1032	recalled and removed from office with or without cause by the
1033	vote or agreement in writing by a majority of all the voting
1034	interests. A special meeting of the voting interests to recall
1035	any member of the board of administration may be called by 10
1036	percent of the unit owners giving notice of the meeting as
1037	required for a meeting of unit owners, and the notice shall
1038	state the purpose of the meeting. Electronic transmission may
1039	not be used as a method of giving notice of a meeting called in
1040	whole or in part for this purpose.
1041	1. If the recall is approved by a majority of all voting
1042	interests by a vote at a meeting, the recall shall be effective
1043	as provided herein. The board shall duly notice and hold a board
1044	meeting within 5 full business days of the adjournment of the
1045	unit owner meeting to recall one or more board members. At the
1046	meeting, the board shall either certify the recall, in which
1047	case such member or members shall be recalled effective
1048	immediately and shall turn over to the board within 5 full
1049	business days any and all records and property of the
1050	association in their possession, or shall proceed as set forth
1051	in subparagraph 3.
1052	2. If the proposed recall is by an agreement in writing by
1053	a majority of all voting interests, the agreement in writing or
1054	a copy thereof shall be served on the association by certified
1055	mail or by personal service in the manner authorized by chapter
1056	48 and the Florida Rules of Civil Procedure. The board of
1057	administration shall duly notice and hold a meeting of the board
1058	within 5 full business days after receipt of the agreement in
1059	writing. At the meeting, the board shall either certify the
1060	written agreement to recall members of the board, in which case
1061	such members shall be recalled effective immediately and shall
1062	turn over to the board, within 5 full business days, any and all
1063	records and property of the association in their possession, or
1064	proceed as described in subparagraph 3.
1065	3. If the board determines not to certify the written
1066	agreement to recall members of the board, or does not certify
1067	the recall by a vote at a meeting, the board shall, within 5
1068	full business days after the board meeting, file with the
1069	division a petition for binding arbitration pursuant to the
1070	procedures of s. 719.1255. For purposes of this paragraph, the
1071	unit owners who voted at the meeting or who executed the
1072	agreement in writing shall constitute one party under the
1073	petition for arbitration. If the arbitrator certifies the recall
1074	as to any member of the board, the recall shall be effective
1075	upon mailing of the final order of arbitration to the
1076	association. If the association fails to comply with the order
1077	of the arbitrator, the division may take action pursuant to s.
1078	719.501. Any member so recalled shall deliver to the board any
1079	and all records and property of the association in the member's
1080	possession within 5 full business days of the effective date of
1081	the recall.
1082	4. If the board fails to duly notice and hold a board
1083	meeting within 5 full business days of service of an agreement
1084	in writing or within 5 full business days of the adjournment of
1085	the unit owner recall meeting, the recall shall be deemed
1086	effective and the board members so recalled shall immediately
1087	turn over to the board any and all records and property of the
1088	association.
1089	5. If a vacancy occurs on the board as a result of a
1090	recall and less than a majority of the board members are
1091	removed, the vacancy may be filled by the affirmative vote of a
1092	majority of the remaining directors, notwithstanding any
1093	provision to the contrary contained in this chapter. If
1094	vacancies occur on the board as a result of a recall and a
1095	majority or more of the board members are removed, the vacancies
1096	shall be filled in accordance with procedural rules to be
1097	adopted by the division, which rules need not be consistent with
1098	this chapter. The rules must provide procedures governing the
1099	conduct of the recall election as well as the operation of the
1100	association during the period after a recall but prior to the
1101	recall election.
1102	(2) OPTIONAL PROVISIONS.--The bylaws may provide for the
1103	following:
1104	(a) Administrative rules.--A method of adopting and of
1105	amending administrative rules and regulations governing the
1106	details of the operation and use of the common areas.
1107	(b) Use and maintenance restrictions.--Restrictions on,
1108	and requirements for, the use, maintenance, and appearance of
1109	the units and the use of the common areas, not inconsistent with
1110	the cooperative documents, designed to prevent unreasonable
1111	interference with the use of the units and common areas.
1112	(c) Notice of meetings.--Provisions for giving notice by
1113	electronic transmissions in a manner authorized by law of
1114	meetings of the board of directors and committees and of annual
1115	and special meetings of the members.
1116	(d)(c)Other matters.--Other provisions not inconsistent
1117	with this chapter or with the cooperative documents as may be
1118	desired.
1119	Section 8. Subsection (6) of section 719.108, Florida
1120	Statutes, is amended to read:
1121	719.108 Rents and assessments; liability; lien and
1122	priority; interest; collection; cooperative ownership.--
1123	(6) Within 15 days after request by a unit owner or
1124	mortgagee, the association shall provide a certificate stating
1125	all assessments and other moneys owed to the association by the
1126	unit owner with respect to the cooperative parcel. Any person
1127	other than the unit owner who relies upon such certificate shall
1128	be protected thereby. Notwithstanding any limitation on transfer
1129	fees contained in s. 719.106(1)(i), the association or its
1130	authorized agent may charge a reasonable fee for the preparation
1131	of the certificate.
1132	Section 9. Subsection (1) of section 720.302, Florida
1133	Statutes, is amended, and subsection (5) is added to that
1134	section, to read:
1135	720.302 Purposes, scope, and application.--
1136	(1) The purposes of ss. 720.301-720.312 are to give
1137	statutory recognition to corporations not for profitthat
1138	operate residential communities in this state, to provide
1139	procedures for operating homeowners' associations, and to
1140	protect the rights of association members without unduly
1141	impairing the ability of such associations to perform their
1142	functions.
1143	(5) Unless expressly stated to the contrary, corporations
1144	not for profit that operate residential homeowners' associations
1145	in this state shall be governed by and subject to chapter 617.
1146	This subsection is intended to clarify existing law.
1147	Section 10. Subsection (2) and paragraph (g) of subsection
1148	(4) of section 720.303, Florida Statutes, are amended to read:
1149	720.303 Association powers and duties; meetings of board;
1150	official records; budgets; financial reporting.--
1151	(2) BOARD MEETINGS.--A meeting of the board of directors
1152	of an association occurs whenever a quorum of the board gathers
1153	to conduct association business. All meetings of the board must
1154	be open to all members except for meetings between the board and
1155	its attorney with respect to proposed or pending litigation
1156	where the contents of the discussion would otherwise be governed
1157	by the attorney-client privilege. Notices of all board meetings
1158	must be posted in a conspicuous place in the community at least
1159	48 hours in advance of a meeting, except in an emergency. In
1160	the alternative, if notice is not posted in a conspicuous place
1161	in the community, notice of each board meeting must be mailed or
1162	delivered to each member at least 7 days before the meeting,
1163	except in an emergency. Notwithstanding this general notice
1164	requirement, for communities with more than 100 members, the
1165	bylaws may provide for a reasonable alternative to posting or
1166	mailing of notice for each board meeting, including publication
1167	of notice,or provision of a schedule of board meetings, or the
1168	conspicuous posting and repeated broadcasting of the notice on a
1169	closed-circuit cable television system serving the homeowners'
1170	association. However, if broadcast notice is used in lieu of a
1171	notice posted physically in the community, the notice must be
1172	broadcast at least four times every broadcast hour of each day
1173	that a posted notice is otherwise required. When broadcast
1174	notice is provided, the notice and agenda must be broadcast in a
1175	manner and for a sufficient continuous length of time so as to
1176	allow an average reader to observe the notice and read and
1177	comprehend the entire content of the notice and the agenda. The
1178	bylaws or amended bylaws may provide for giving notice by
1179	electronic transmission in a manner authorized by law for
1180	meetings of the board of directors, committee meetings requiring
1181	notice under this section, and annual and special meetings of
1182	the members; however, a member must consent in writing to
1183	receiving notice by electronic transmission.An assessment may
1184	not be levied at a board meeting unless the notice of the
1185	meeting includes a statement that assessments will be considered
1186	and the nature of the assessments. Directors may not vote by
1187	proxy or by secret ballot at board meetings, except that secret
1188	ballots may be used in the election of officers. This
1189	subsection also applies to the meetings of any committee or
1190	other similar body, when a final decision will be made regarding
1191	the expenditure of association funds, and to any body vested
1192	with the power to approve or disapprove architectural decisions
1193	with respect to a specific parcel of residential property owned
1194	by a member of the community.
1195	(4) OFFICIAL RECORDS.--The association shall maintain each
1196	of the following items, when applicable, which constitute the
1197	official records of the association:
1198	(g) A current roster of all members and their postal and
1199	electronic mailing addresses and parcel identifications. Upon
1200	the request of a member in writing, the electronic mail address
1201	and the number designated by the member for receiving electronic
1202	transmission of notices shall not be included in the official
1203	records of the association. However, the association is not
1204	liable for an accidental or inadvertent disclosure of the
1205	electronic mail address or the number for receiving electronic
1206	transmission of notices unless such disclosure is made in
1207	reckless disregard of the private nature of the electronic mail
1208	address or the number.
1209	Section 11. This act shall take effect upon becoming a
1210	law.