Florida condominium, HOA and cooperative directors may email each other, but they may not cast a vote on an association matter by e-mail (§ 718.112(2)(c), § 720.303(2)(a) and § 719.106(1)(c), Fla. Stat.). Decisions belong in a properly noticed board meeting open to owners. When the board starts deciding by email or text, the manager's job is to stop the "vote," put the item on a noticed agenda, and preserve the messages as potential official records.
The manager's checklist
- Don't act on an email or text "vote." Members of the board may use e-mail as a means of communication but may not cast a vote on an association matter via e-mail (§ 718.112(2)(c); § 720.303(2)(a); § 719.106(1)(c)). A string of "I approve" replies is not board action. Hold the contract signature, payment or instruction until the board votes at a meeting.
- Recognize when the email thread has become a meeting. In an HOA, a board meeting occurs whenever a quorum of the board gathers to conduct association business (§ 720.303(2)(a)). Condo and co-op board meetings at which a quorum is present are open to all unit owners (§ 718.112(2)(c); § 719.106(1)(c)). If a majority of the board is debating and settling association business in a group text, treat that as the problem to fix, not a convenience.
- Reply once, neutrally, to the whole group. Something like: "Florida law doesn't allow board votes by email. I'll place this on the agenda for the next meeting (or a special meeting) so it can be voted on." Keep it factual. Don't argue the law in the thread.
- Notice the item properly. Condo notices must specifically identify all agenda items and be posted conspicuously at least 48 continuous hours before the meeting, except in an emergency (§ 718.112(2)(c)1.). HOA notices must identify agenda items and be posted at least 48 hours in advance (or mailed or delivered at least 7 days ahead), except in an emergency (§ 720.303(2)(c)). Co-op notice must be posted at least 48 continuous hours before the meeting (§ 719.106(1)(c)). Some items need 14 days' notice. See our special assessment guide.
- If it really is urgent, use the emergency route. In a condo, an item not on the notice may be taken up on an emergency basis by a vote of at least a majority plus one of the board members, and the emergency action must be noticed and ratified at the next regular board meeting (§ 718.112(2)(c)1.). Co-ops have a parallel rule (§ 719.106(1)(c)). A condo board may also meet by video conference. The notice must include a hyperlink, a call-in number and a physical location, and the meeting must be recorded and the recording kept as an official record (§ 718.112(2)(c)1.; § 718.111(12)(a)). See emergency board meetings.
- Get the vote on the record. At the meeting, directors vote in the open. They may not vote by proxy or secret ballot (secret ballots are allowed only to elect officers) (§ 718.111(1)(b); § 720.303(2)(c)). Record each director's vote in the minutes.
- Ratify anything already done. If money was spent or a vendor was told "go" based on the email thread, put ratification on the agenda and tell counsel. Don't paper over it.
- Preserve the messages. Official records include "all other written records of the association not specifically included" that relate to its operation (§ 718.111(12)(a); § 720.303(4); § 719.104(2)(a)). Ask directors to forward association-business emails and texts to the association account, and don't delete anything. Use the record preservation checklist.
How it differs: condo, HOA, co-op
| Issue | Condominium (Ch. 718) | HOA (Ch. 720) | Cooperative (Ch. 719) |
|---|---|---|---|
| Email allowed to communicate | Yes, § 718.112(2)(c) | Yes, § 720.303(2)(a) | Yes, § 719.106(1)(c) |
| Voting by email | Prohibited | Prohibited | Prohibited |
| What triggers open-meeting rules | Board meeting with a quorum present | "Whenever a quorum of the board gathers to conduct association business" | Board meeting with a quorum present |
| Standard posted notice | 48 continuous hours, § 718.112(2)(c)1. | 48 hours posted or 7 days mailed/delivered, § 720.303(2)(c) | 48 continuous hours, § 719.106(1)(c) |
| Emergency item not on notice | Majority plus one; ratify at next regular meeting | Notice exception "in an emergency"; no parallel majority-plus-one text located | Majority plus one; ratify at next regular meeting |
| Catch-all official records | § 718.111(12)(a) | § 720.303(4) | § 719.104(2)(a) |
Your governing documents may add stricter rules, such as longer notice periods. Check the bylaws.
Manager or lawyer?
Usually manager work (ministerial)
- Telling the board that email votes aren't valid and placing the item on an agenda
- Calculating the notice deadline from the face of the statute and posting the notice
- Recording votes in the minutes and collecting messages for the records
Call association counsel when…
- The board has already acted (signed, paid, hired, fined) based on an email or text "vote"
- An owner demands directors' personal emails or texts, or claims the board is meeting in secret
- A director wants to use "unanimous written consent" instead of a meeting. Chapter 617 allows it in some cases (§ 617.0821), but Chapters 718, 719 and 720 control where they conflict (§ 617.1703), and whether it can ever be used for association business is a legal judgment
- Someone wants to delete messages, or a dispute or litigation may be coming
Deciding whether conduct was lawful, or whether a record must be produced, is interpretation of law. See The Florida Bar re Advisory Opinion – Activities of Community Association Managers, No. SC13-889 (Fla. May 14, 2015), and our Manager or lawyer? guide.
Common mistakes
- Treating a unanimous "reply-all yes" as approval and signing the contract
- Letting a group text among a majority of directors become the place decisions are made
- Deleting a thread because it was "just texts"
- Fixing it by calling a meeting with no agenda item that describes the actual decision
- Recording "approved by email" in the minutes instead of an actual vote
- Assuming an emergency justifies email voting. The emergency rules shorten notice, but the board still votes at a meeting
Frequently asked questions
Can directors discuss association business by email at all?
Yes. The statutes allow directors to use e-mail as a means of communication (§ 718.112(2)(c); § 720.303(2)(a); § 719.106(1)(c)). Sharing information, scheduling and sending documents is fine. Directors may not cast votes by e-mail, and a quorum shouldn't use email to settle business that belongs at an open meeting.
Is a text message treated differently from email?
The statutes refer to "e-mail." A text vote raises the same problem: directors may not vote outside a meeting, and in an HOA a meeting occurs whenever a quorum gathers to conduct association business. Treat texts the same as email. If a dispute turns on the difference, ask counsel.
Are emails on a director's personal phone or account official records?
They may be. The official-records lists include all other written records related to the operation of the association (§ 718.111(12)(a); § 720.303(4); § 719.104(2)(a)). The statutes don't expressly address personal devices. Preserve the messages, and ask counsel before withholding or producing them.
Can the board "ratify" a decision made by email?
A board can usually ratify an action at a properly noticed meeting by voting on it openly. Whether ratification fixes every consequence, such as a signed contract or a disputed fine, is a legal question. Bring it to counsel before the meeting.
What if the board needs a decision before the next meeting?
Call a special meeting with proper notice. A condo board may meet by video conference if the notice includes the link, call-in number and physical location, and the meeting must be recorded (§ 718.112(2)(c)1.). In a real emergency, the shortened-notice and emergency-item rules apply. See emergency board meetings.
Related resources
- Emergency board meetings
- Board meetings compared: condo, HOA, co-op
- Official records compared: condo, HOA, co-op
- Board meeting checklist
- Meeting minutes checklist
- Record preservation checklist
- New director orientation guide
- Manager or lawyer?
Talk to association counsel
If your board has already acted on an email or text vote, or an owner is challenging how decisions were made, a short call can tell you whether to ratify, re-notice or preserve records. Call Hamilton Mikes, P.A. at 239-594-7227 or reach us through /contact/.
Statutes and authorities referenced
- § 718.112(2)(c), Fla. Stat. (condominium board meetings; e-mail communication, no e-mail voting)
- § 718.112(2)(c)1., Fla. Stat. (board meeting notice; emergency items; video conference meetings)
- § 718.111(1)(b), Fla. Stat. (no director voting by proxy or secret ballot)
- § 718.111(12)(a), Fla. Stat. (condominium official records)
- § 720.303(2)(a), Fla. Stat. (HOA board meeting definition; e-mail communication, no e-mail voting)
- § 720.303(2)(c), Fla. Stat. (HOA board meeting notice; no proxy or secret ballot voting)
- § 720.303(4), Fla. Stat. (HOA official records)
- § 719.106(1)(c), Fla. Stat. (cooperative board meetings; e-mail communication, no e-mail voting)
- § 719.104(2)(a), Fla. Stat. (cooperative official records)
- § 617.0821, Fla. Stat. (action without a meeting)
- § 617.1703, Fla. Stat. (Chapters 718, 719 and 720 control over Chapter 617 where they conflict)