Annual Members' Meeting Checklist: Notice, Quorum, Proxies and the Record That Proves It

Jason Hamilton Mikes, JD, MBA
Founder & Managing Shareholder

• Checklist
• Published September 26, 2026
• Reviewed by Jason Hamilton Mikes, JD, MBA, September 26, 2026
• Florida Statutes as of July 1, 2026
• Applies to: Condominiums · HOAs · Cooperatives

The annual meeting is the one meeting a year where owners, not directors, hold the votes. Most annual meetings that get challenged are challenged on three grounds: the notice was short, the quorum was counted wrong, or a proxy was used for something a proxy cannot do. This checklist covers the meeting itself, from the date on the calendar through the minutes.

This is the members' meeting, not the election. The election has its own 60-day sequence and its own paperwork; work that from the association election checklist or, for a condominium, the condominium election checklist. Where the three chapters do different things, the item says so.

Setting the date and fixing who votes

• Confirm the meeting date against the bylaws. All three chapters require an annual meeting; none of them sets the date.§ 718.112(2)(d)1.; § 719.106(1)(d); § 720.306(2)
• Confirm the location. For a condominium the bylaws control, and if the bylaws are silent the meeting must be held within 15 miles of the condominium property or in the same county.The 15-mile rule does not apply to a timeshare condominium.§ 718.112(2)(d)1.
• Build the roster of voting interests and mark any unit or parcel owned by the association itself.In a condominium the voting interest of an association-owned unit may not be exercised or counted for any purpose, including quorum. Counting it inflates the denominator and can sink an otherwise valid vote.§ 718.112(2)(b)2.
• Pull the voting certificates on file for units or parcels titled in more than one name, in a trust, or in a corporation, and note which ones are missing.The voting certificate requirement comes from your bylaws, not from the statute. Read what your documents actually say about who may cast the vote before the meeting, not at the registration table.See our note on ballots, proxies and voting certificates
• Decide whether the board election is on this agenda, and if so start the election sequence first. In a condominium the regular election must occur on the date of the annual meeting.§ 718.112(2)(d)5.a.

The notice

• Mail, hand deliver or electronically transmit written notice, including an agenda, at least 14 days before the annual meeting.§ 718.112(2)(d)4.; § 719.106(1)(d); § 720.306(5)
• For a condominium or a cooperative, also post the notice conspicuously on the property for at least 14 continuous days before the meeting.Chapter 720 requires the mailed notice but does not impose the 14-continuous-day posting requirement on a members' meeting that Chapters 718 and 719 impose.§ 718.112(2)(d)4.; § 719.106(1)(d)
• Post it at the specific location the board designated by duly adopted rule, not wherever there is space on the board.§ 718.112(2)(d)4.
• Send by electronic transmission only to owners who have consented to receive notice that way.In a condominium, electronic notice is not available for a unit owner meeting called to recall board members.§ 718.112(2)(d)7.
• Have the officer, manager or other person who gave the notice execute the affidavit or obtain a United States Postal Service certificate of mailing, and file it in the official records.This is the document that answers a challenge two years later. Without it the association is arguing from memory.§ 718.112(2)(d)4.; § 720.306(5)
• Check the declaration and bylaws for a longer notice period or an extra method of delivery. The documents may be stricter than the statute; they may not be looser.
• Write the agenda so that every item on which the members will vote is named. Do not rely on "new business."

Proxies

• Condominium and cooperative: do not accept any proxy, limited or general, for the election of the board.This holds for general elections and for elections to fill vacancies caused by recall or resignation. A residential condominium of 10 or fewer units may opt out by a majority of the total voting interests and provide different procedures in its bylaws.§ 718.112(2)(d)5. and the flush language following (2)(d)11.; § 719.106(1)(b), (1)(d)1.
• Condominium: use a limited proxy substantially conforming to the form adopted by the Division for any substantive vote. Unit owners in a residential condominium may not vote by general proxy.§ 718.112(2)(b)2.
• Condominium: confirm a limited proxy is used for waiving or reducing reserves, waiving the financial reporting requirement, amending the declaration, and amending the articles or bylaws.§ 718.112(2)(b)2.; § 718.110; § 718.111(13)
• HOA: proxies are permitted unless the governing documents say otherwise. Confirm each one is dated, states the date, time and place of this meeting, and is signed by the authorized person.This is the sharpest split between the chapters. An HOA may lawfully run an election by proxy if its documents allow it; a condominium may not.§ 720.306(8)(a)
• Check each proxy against the 90-day limit and reject the stale ones.The condominium and cooperative clocks run 90 days from the date of the first meeting for which the proxy was given. The HOA proxy expires 90 days after the date of the meeting for which it was originally given.§ 718.112(2)(b)3.; § 719.106(1)(b); § 720.306(8)(a)
• Count both limited and general proxies toward the quorum in a condominium, even where the general proxy cannot be voted on the item.§ 718.112(2)(b)2.
• Log every proxy you reject, with the reason, and keep the rejected proxies with the meeting file.
• Treat a proxy as revoked the moment the owner who gave it appears and registers in person.A proxy is revocable at any time at the pleasure of the owner executing it — § 718.112(2)(b)3.; § 720.306(8)(a)

Quorum, sign-in and registration

• Apply the right default: condominium and cooperative, a majority of the voting interests; HOA, 30 percent of the total voting interests. All three yield to a lower number in the bylaws.§ 718.112(2)(b)1.; § 719.106(1)(b); § 720.306(1)
• Compute the quorum against total voting interests, less any unit or parcel owned by the association.§ 718.112(2)(b)2.
• Count owners voting electronically as in attendance for quorum purposes.§ 718.128(3); § 719.129(3); § 720.317(2)
• Open registration early enough to finish the count before the start time, checking each person against the roster and the voting certificate file and marking whether the vote came in person, by proxy or electronically.
• Keep the sign-in sheet with the meeting file.No chapter expressly orders you to take a sign-in sheet. All three treat it as an official record once it exists, and it must be kept for 1 year from the date of the meeting.§ 718.111(12)(a)12.
• Announce the quorum count on the record before any vote is taken, and have it written into the minutes as a number, not as "a quorum was present."

Running the meeting

• Call the meeting to order and note the time, and note the time of adjournment at the end.
• Let owners speak on designated agenda items. In an HOA a member has the right to speak for at least 3 minutes on any item, and no provision of the governing documents or board rule can cut that down. Chapter 718 gives condominium owners the right to speak on designated agenda items but sets no minimum time, so a condominium's limit comes from its own reasonable written rule.The association may adopt written reasonable rules on frequency, duration and manner, but for an HOA they must be consistent with the 3-minute floor.§ 718.112(2)(d)8.; § 720.306(6)
• Expect the meeting to be recorded. An owner may tape record or videotape a members' meeting, subject to reasonable rules.§ 718.112(2)(d)9.; § 720.306(10)
• Take the items in the order noticed and do not vote on anything that was not on the agenda.
• Record the result of each members' vote as a count of voting interests, not as "passed by acclamation."

If a quorum does not appear

• Do not transact substantive business. Announce that the quorum failed and record the count.
• HOA: announce the new date, time and place before the adjournment is taken, or give notice of the new date under § 720.303(2). Any business that could have been transacted on the original date may be transacted at the adjourned meeting.§ 720.306(7)
• Condominium and cooperative: read the bylaws before you announce anything. Chapters 718 and 719 do not supply an adjourn-and-reconvene mechanism for a members' meeting, so whatever your documents say is what governs.
• Treat condominium proxies as carrying over to a lawfully adjourned session of the same meeting, and re-verify them at the reconvened session.§ 718.112(2)(b)3.
• Remember that a condominium election is not affected by the quorum failure. There is no quorum requirement for the election; at least 20 percent of the eligible voters must cast a ballot for a valid election.§ 718.112(2)(d)5.a.

If the meeting is held by video conference

• Condominium: confirm a quorum of the board will be physically present at the physical location where unit owners can attend.This is the requirement boards miss. A fully virtual annual meeting with the directors scattered does not satisfy the statute.§ 718.112(2)(d)2.
• Condominium: confirm the video conference will be recorded and that the recording will be kept as an official record of the association.§ 718.112(2)(d)2.
• Give the physical location in the notice along with the means of joining, and hold the physical location open for owners who come in person.§ 718.112(2)(d)1.-2.
• Condominium: if owners will vote electronically at a video-conference meeting, confirm the association has adopted the electronic voting resolution and given the required notice first.§ 718.112(2)(d)1.; § 718.128(4)
• HOA: do not assume a members' meeting may be held by video conference. Section 720.306 contains no video-conference provision for members' meetings. Ask counsel before noticing one.

After the meeting

• Draft the minutes while the meeting is fresh, recording the quorum count, each vote and the time of adjournment.
• File the notice, the mailing affidavit, the agenda, the sign-in sheet, the proxies and any ballots together as one meeting packet.Ballots, sign-in sheets, voting proxies and all other papers and electronic records relating to voting must be kept for 1 year from the date of the election, vote or meeting. Other official records run 7 years.§ 718.111(12)(a)12.; § 718.111(12)(b)
• Post the approved minutes to the association website or app if your association is required to maintain one.Condominiums with 25 or more units and HOAs with 100 or more parcels. Cooperatives have no posting obligation at all.§ 718.111(12)(g); § 720.303(4)(b)
• Hold the organizational meeting of the new board, confirm each new director's certification paperwork is on its way, and calendar next year's annual meeting so the backward count can start.§ 718.112(2)(d)5.b.; § 720.3033(1); § 719.106(1)(d)1.b.

Contact Hamilton Mikes

Hamilton Mikes reviews annual meeting notices, proxy forms and quorum calculations for Southwest Florida boards and managers before the packet goes out, and sits in on the meetings that are expected to be contested. Call 239-594-7227 or visit our Corporate Governance page.