Florida's community association statutes answer the email question in one sentence: directors may use email as a means of communication but may not cast a vote on an association matter by email. Sections 718.112(2)(c) and 720.303(2)(a) say so for condominiums and homeowners associations, and the same rule governs text messages and group chats. The sentence has two consequences that boards routinely miss. First, a message thread in which a quorum of directors discusses an association matter and reaches a consensus is a board meeting, and an unnoticed one. Second, the messages themselves are written records relating to the operation of the association, and some or all of them are official records that owners may inspect and that litigants will demand.
What the statutes permit
Directors may use email, text, and similar tools to send and receive information: the manager's weekly report, a vendor proposal for review before the meeting, the draft agenda, the engineer's letter, notice that a pipe has burst. One director may email another to ask a question about a report. The president may email the manager to authorize an expenditure the board has already approved. None of that is a meeting, because no quorum is deliberating and no decision is being made that belongs to the board.
What the statutes prohibit
Directors may not vote by email or text. A vote taken that way is void, and the action it purported to authorize, such as signing a contract, is open to challenge. The prohibition is not cured by a later "ratification" email; the vote must be taken at a properly noticed meeting.
The subtler prohibition follows from the open-meeting requirement. A board meeting is any gathering of a quorum at which association business is conducted, and the statutes do not exempt gatherings that occur in an inbox. When three of five directors trade emails about whether to accept the roofing proposal and agree to do so, they have met, deliberated, and decided, without posting notice, without owners present, and without minutes. The owner who later challenges the roof contract will subpoena the thread. Division arbitrators and courts have treated such threads as evidence of unnoticed meetings, and the resulting actions as voidable.
The line is between information and deliberation. Sending the proposal is information. "I think we should go with ABC" from one director is opinion. "I agree, let's do it" from a second and third is deliberation and decision by a quorum, and it should have happened at a noticed meeting.
Messages as official records
The official records of a condominium include "all other written records of the association" relating to its operation, and Chapter 720 has a parallel provision. Emails and texts about association business sent to or from the association, the manager, or an association-controlled account fall within that language and are subject to the seven-year retention requirement and to owner inspection. Under § 718.111(12)(c)1.a. the records must be made available to a unit owner within 45 miles of the condominium property, or within the county in which it is located, within 10 working days after the board or its designee receives a written request, with protected content redacted.
Whether messages confined to directors' personal accounts and phones are official records is less settled. The Division has drawn distinctions in arbitration decisions based on whether the association or its manager was a party to the communication, and the question has not been resolved definitively by the courts. The prudent assumption is that any message about association business may have to be produced, in a records request or in litigation, and that the association cannot produce what its directors have deleted. That is the case for association-controlled accounts: if every director conducts association business through an account the association issues and archives, the association can meet its retention and production obligations without searching anyone's personal phone.
Privilege and protected information
Two categories of content require particular care. Attorney-client communications are privileged only while they stay within the client, meaning the board and those who need to know. A director who forwards counsel's litigation memo to a neighbor, a committee member, or a group chat that includes a non-director has disclosed it outside the privilege, and the association may find the memo in the plaintiff's exhibit list. Counsel's advice should be discussed at meetings, in closed session where the statute permits, and not circulated by email beyond the board.
Owners' personal information is protected from inspection: email addresses, telephone numbers, emergency contacts, and other identifying information may not be shared without the owner's written consent. A director who emails the owner roster, with addresses, to a candidate for the board or to a vendor has disclosed protected records. The same rule bars a director from using the association's email list for campaign messages or personal business.
Electronic notice to owners is a separate matter: the association may send meeting notices and other statutory notices by email only to owners who have consented in writing to receive them that way, and the consents are official records.
Social media and public statements
Directors are free to post as individuals, but a director who states "the board has decided" on a community Facebook page before any meeting has occurred has both described an unnoticed meeting and committed the association to a position. Statements about owners, vendors, or contractors made in a director's capacity can create defamation exposure for the association as well as the director. The board should speak through its minutes, its noticed decisions, and communications the board has approved, and directors should say so when posting personally.
A communications policy
The board should adopt, at a noticed meeting, a written policy that provides:
- Association accounts. Each director and officer receives an association-issued email address, and association business is conducted only through those accounts. The management company or a records vendor archives them.
- No votes, no deliberation. Email and text are used for information and scheduling. Any matter requiring a board decision is placed on the agenda of a noticed meeting. Directors do not reply to a thread with a position on a pending decision.
- Reply to the manager, not to all. Questions about a report go to the manager or the author, not to the whole board, so that a quorum never deliberates by accident.
- Privilege. Counsel's communications are not forwarded outside the board. Litigation is discussed at meetings.
- Protected information. Owner contact information is never shared without written consent, and the association's email list is used only for association notices.
- Texts. Text messages among directors are limited to logistics. Anything substantive is moved to email on the association account, or to the agenda.
- Retention. Messages on association accounts are retained for seven years. Directors do not delete association business from any account.
- Departure. When a director leaves the board, access to the account ends and the archive remains with the association.
The policy protects directors as much as the association: a director whose personal phone is never used for association business will never be asked to produce it.
For community association managers: see Directors are deciding association business by email or text: what should the manager do? in the Manager Resource Center.
Frequently Asked Questions About Board Email and Text Messages
Can the board approve something by email if it is unanimous?
No. The statutes prohibit casting a vote by email regardless of unanimity, and a unanimous email decision is still an unnoticed meeting. The board may schedule a short noticed meeting, including a video conference where permitted, and vote there.
Can directors talk by email about an agenda item before the meeting?
Individually, and to gather information, yes. Directors may read the materials, ask the manager questions, and form their own views. What they may not do is deliberate as a quorum and arrive at a decision before the meeting, which converts the meeting into a formality and the email thread into the real, unnoticed meeting.
Are my personal emails about the association official records?
If they were sent to or from the association, the manager, or an association account, yes. If they stayed entirely on personal accounts among directors, the answer is less settled, and the safest assumption is that they may have to be produced. Using an association-issued account removes the question.
Do owners have a right to see board emails?
Owners may inspect official records, which include written records relating to the operation of the association, with protected and privileged content redacted. Emails on association accounts about association business are generally within that right. Personal information about other owners and attorney-client communications are withheld.
What about a group text among directors during a hurricane?
Emergency powers relax notice requirements during a declared emergency, and directors coordinating an immediate response are within them. Substantive decisions, such as entering into a restoration contract, should still be made at a meeting with such notice as is practicable, minuted, and ratified afterward, and the texts should be preserved.
What happens if we have been deciding things by email for years?
Stop, adopt a policy, and identify any significant past actions (contracts, rules, assessments) that rest on email votes so that they can be re-approved at a noticed meeting. Past practice does not validate the actions, but re-approval limits the exposure going forward.
Contact Hamilton Mikes
Hamilton Mikes drafts board communications policies and advises directors on records and privilege questions throughout Southwest Florida. Call 239-594-7227 or visit our Corporate Governance and Official Records pages.
Statutes and authorities referenced
- § 718.112(2)(c), Fla. Stat. (directors may communicate by email but may not vote by email; open meeting requirement)
- § 720.303(2)(a), Fla. Stat. (HOA parallel: “Members of the board of administration may use e-mail as a means of communication but may not cast a vote on an association matter via e-mail”)
- § 718.111(12)(a) and (c), Fla. Stat. (official records include written records relating to operation of the association; protected records include owners' email addresses absent consent)
- § 720.303(4)–(5), Fla. Stat. (HOA official records and protected information)
- § 718.112(2)(d)7., Fla. Stat. (notice of board, unit owner and committee meetings may be given by electronic transmission to unit owners who consent to receive it that way)
- § 90.502, Fla. Stat. (attorney-client privilege)