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Directors Voting – Dispelling Myths

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Every director who sits on the board of a homeowners association gets a voice in the operations of the association.  The questions I receive are more about how that voice is exercised through a vote.  For instance, some directors travel quite a bit, whether for work or play is irrelevant.  The directors however are entitled to notice of the board meetings and can participate by telephone, casting their vote via phone at the time of the meeting.  But what about voting by proxy in an HOA, is that allowed? No, the Homeowners’ Association Act specifically prohibits a director from voting via proxy on matters that come before the board.  Similar prohibitions exist in the Florida Condominium Act and the Florida Cooperative Act, so it is important to keep this in mind.

What about the president of the board, can they only vote to break a tie? Most community association bylaws require the president to be a director.  Often the president serves as the chairperson of the board of directors’ meetings. As a director, the president also participates as a member of the board during board meetings.

Although Robert’s Rules of Order and similar parliamentary guides provide that the chair only votes in the event of a tie, even if the bylaws incorporate Robert’s Rules, state law supersedes the procedural guidance from these manuals.

Under Florida law, directors who are present (in person or by phone) and attend meetings where action is being taken, are presumed to have agreed with such action unless the director votes against the issue or abstains from voting. So, as a director, the president gets one vote which should be cast on the issue at hand in the same manner as other directors.  In other words, regardless of there being a tie.

In the rare instance where the president is not also a director (I don’t recall ever having seen this), he or she would not be able to cast a tie-breaking vote since only directors are permitted to vote.

Lastly, what about email votes by directors – are those permitted?  Before July 1, 2018 email voting by directors in the homeowners association setting was permitted. Since then however the law changed bringing the Homeowners’ Association Act in line with the requirements contained in the Condominium Act and the Cooperative Act.

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