Q: My condominium association board voted to replace the roofs on the condominium buildings, which are 20 years old. I am not aware of any major issue with the roofs. Our condominium documents say that any capital improvement must be approved by a majority of the unit owners. Can the board do this? (M.N., via e-mail)
A: The association, through the board of directors, is responsible to maintain, repair, and replace the common elements of the condominium. Therefore, assuming that roofs of the condominium buildings are common elements, which is most often the case, the board is responsible to ensure that the roofs are properly maintained, repaired and when needed, replaced.
Florida law recognizes the “business judgment rule,” which grants discretion to a corporate board, including the board of a condominium association, to make decisions in the furtherance of its fiduciary duty. The board is entitled to rely on the advice of appropriate professionals in discharging this duty. In the case of the need to replace your roofs, that would be an engineer. The choice made by the board does not have to be the only choice for it to be valid if it is reasonable.
Most declarations of condominium do not limit a board’s authority to make “capital improvements” (which is an accounting term), but rather “material alterations” or “substantial additions.” Under well-established case law, a material alteration or substantial addition is one which “palpably or perceptively varies or changes the form, shape, elements or specifications of common elements from its original design or plan, or existing condition, in such a manner as to appreciably affect or influence its function, use, or appearance.”
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