A Florida cooperative board meeting is governed by section 719.106(1)(c) of the Cooperative Act. The rules are short and they are specific: post notice at least 48 continuous hours ahead, open the meeting to owners, give 14 days on a nonemergency special assessment or a unit-use rule change, close the door only for personnel or for the association's attorney, and let owners speak and record. Most of what boards get wrong here comes from applying a condominium rule that Chapter 719 never adopted.
The one paragraph that governs your board meeting
Board meeting procedure for a Florida cooperative lives almost entirely in a single paragraph, section 719.106(1)(c), inside the bylaws section of the Cooperative Act. It is titled board of administration meetings, and it is mandatory. Section 719.106(1) lists provisions that the bylaws must contain, and a bylaw that gives owners less than the paragraph requires does not survive the conflict.
That matters practically. A cooperative reading its own 1979 bylaws will usually find a meeting article that predates most of this paragraph. The bylaws are not the operating rule. The statute is, and the bylaws fill in only what the statute leaves open. Our overview of how Chapter 719 governs your association covers that relationship. Section 719.106 has also been amended in nearly every recent session, most recently by chapter 2025-175 and chapter 2026-14, so a printed handbook is probably behind.
Posting: 48 continuous hours on the cooperative property
The baseline notice rule is short. Adequate notice of all meetings must be posted in a conspicuous place upon the cooperative property at least 48 continuous hours preceding the meeting, except in an emergency.
Read the words carefully, because each one does work. Continuous means the notice stays up for the full 48 hours. A notice posted Friday afternoon, taken down by a maintenance crew Saturday and reposted Monday morning does not satisfy the statute for a Monday evening meeting. Conspicuous means a location owners actually pass. A binder in the manager's office is not a conspicuous place. Upon the cooperative property means physical posting. Chapter 719 does not let a website posting substitute for the physical posting, and it does not require a website posting either.
The emergency exception is genuine but narrow. It excuses the 48 hours, not the meeting's openness and not the requirement that the board act on an actual emergency. A board that uses the exception should record in its minutes what the emergency was. Our guide to meeting notices and agendas sets out a practice that works for both routine and emergency postings.
Chapter 719 does not define adequate notice beyond the posting requirement and sets no mandatory agenda format. In practice, adequate means the notice gives the date, time and place and describes the business in enough detail that an owner can decide whether to attend. A bare notice reading regular board meeting creates an argument the board does not need.
The 14-day notice: two subjects only
Two subjects pull the deadline from 48 hours out to 14 days. Written notice of any meeting at which nonemergency special assessments, or at which an amendment to rules regarding unit use, will be considered must be mailed, delivered or electronically transmitted to the unit owners and posted conspicuously on the cooperative property not less than 14 days before the meeting.
Both steps are required. Mailing without posting fails, and posting without mailing fails. Electronic transmission works only for owners who have consented to receive notice electronically, and that consent and its revocation are part of the association roster kept as an official record.
- Nonemergency special assessment. If the assessment is not an emergency, the 14 days apply. The exception is read narrowly, and a board that wants to treat an assessment as an emergency should be able to explain why waiting 14 days would have caused harm.
- Amendment to rules regarding unit use. This reaches board-adopted rules that restrict what an owner may do in or with the unit. A rule about the use of common areas, the pool hours or the parking lot is not automatically a unit-use rule, but the line is not always clean, and giving 14 days on a close call costs the board nothing.
- Everything else takes the ordinary 48-hour posting, including most operating decisions, contract awards and personnel actions.
There is a separate content requirement that applies to any assessment discussion, regular or special. Notice of a meeting at which regular or special assessments against unit owners are to be considered must specifically state that assessments will be considered and provide the estimated cost and a description of the purpose for the assessments. A notice reading budget discussion does not meet this. Our article on cooperative budgets and reserves covers the separate 14-day budget notice in section 719.106(1)(e).
Open meetings and the two exceptions
Meetings of the board of administration at which a quorum of the members is present are open to all unit owners. The trigger is the quorum. Two directors talking in the parking lot are not holding a board meeting. A majority of the board gathering to reach a decision is, whatever the gathering is called.
Section 719.106(1)(c) recognizes two exceptions, and only two. The first is a meeting held to discuss personnel matters. The second is a meeting between the board, or a committee, and the association's attorney. Both are narrow. The personnel exception covers employees of the association, not vendors and not owners. The attorney exception covers the conversation with counsel, not the vote that follows it.
The sequence for a closed session is: open on proper notice, state on the record the basis for closing, hold the session, return to the open meeting, and take any vote in the open. A board that closes, decides and announces the result afterward has handed an owner a complaint.
Directors may use e-mail as a means of communication, but they may not cast a vote on an association matter via e-mail. That sentence is in the statute and it is absolute. An e-mail thread in which four of five directors say they approve is not a board vote, and the decision has to be ratified at a properly noticed meeting. Our guidance on board e-mail and text messages covers how to use e-mail without turning it into an unnoticed meeting.
What owners may do at the meeting
The right to attend includes the right to speak at the meeting with reference to all designated agenda items. The association may adopt reasonable rules governing the frequency, duration and manner of owner statements. Reasonable is the operative word. A rule limiting each owner to three minutes per agenda item is ordinary. A rule requiring an owner to submit questions a week in advance, or limiting speaking to owners the board invites, is not.
Notice that the right to speak attaches to designated agenda items. That is an argument for a specific agenda rather than against one. A board that posts a detailed agenda has defined the scope of the owner comment it must accept. A board that posts general business has arguably designated everything.
Any unit owner may tape record or videotape a meeting. The association cannot prohibit it. It can adopt reasonable rules about equipment placement and about recording that disrupts the meeting, and boards should adopt those rules before the first owner shows up with a camera rather than in reaction to one.
Committee meetings
Section 719.106(1)(c) treats committees in two tiers, and the tiers turn on what the committee does rather than on what it is called.
- A committee that takes final action on behalf of the board, or that makes recommendations to the board regarding the association budget, is subject to the same notice and open-meeting requirements as the board itself. There is no way for the bylaws to exempt it.
- Any other committee is also subject to the section, but the bylaws may exempt those meetings. The exemption has to be in the bylaws. A board resolution or a long-standing practice does not do it.
So a budget or finance committee meets in the open, every time. A fining committee, a landscaping committee or a social committee may be exempted, but only if someone amended the bylaws to say so. Most cooperative bylaws are silent, which means those committees are open by default. Before assuming otherwise, read the bylaws, and read our note on what a committee may and may not decide.
Quorum, remote participation and the 2025 change
This is the point the brief for this article asked us to pin down, and the answer is yes with a qualification. The video-conference rule did reach Chapter 719, and it sits at section 719.106(1)(b)5.: a board member or committee member participating in a meeting via telephone, real-time videoconferencing, or similar real-time electronic or video communication counts toward a quorum, and that member may vote as if physically present.
What Chapter 719 did not take from the condominium act is the notice machinery that goes with it. Section 718.112(2)(b)5. requires a condominium's notice of a remote board meeting to carry the hyperlink, a conference telephone number and the physical location. Chapter 719 has no equivalent sentence. Section 718.112(2)(d)2. requires a condominium annual meeting held by video conference to have a quorum of the board physically present and to be recorded and kept as an official record. Chapter 719 has no equivalent sentence there either.
That silence is not permission to be careless. A cooperative that holds remote meetings should still put the access information in the notice, because a notice that does not tell owners how to attend is not adequate notice of an open meeting. The difference is that in a cooperative the obligation comes from the open-meeting requirement and from your bylaws, not from a checklist in the statute.
One more gap worth knowing: Chapter 719 does not set the board's quorum. Section 719.106(1)(b)1. sets a quorum for a meeting of the members at a majority of voting interests unless the bylaws provide otherwise. The board's own quorum comes from the bylaws and from the corporate statutes that section 719.104(11) makes applicable. And section 719.106(1)(b)4. adds a trap: a board or committee member who is absent may submit a written agreement or disagreement with the action taken, but that writing may not be used as a vote and may not be counted toward a quorum.
Minutes, records and the director who stops paying
Chapter 719 does not contain a sentence commanding a cooperative board to keep minutes. The obligation arrives from a different direction. Minute books of the association, the board and the unit owners are official records under section 719.104(2)(a)4., and official records must be maintained within the state for at least seven years under section 719.104(2)(b). A board that keeps no minutes has no way to satisfy a records request, and that is where the exposure lands. See our guide to cooperative official records for the full list and the response deadlines.
Minutes should record what was noticed, that the notice was posted and when, who was present, what was decided, and how each director voted where the vote was not unanimous. They are not a transcript. Recording the reasoning behind a discretionary decision, briefly, is worth far more later than recording who said what.
Finally, a provision boards forget until it bites: under section 719.106(1)(o), a director or officer more than 90 days delinquent in the payment of any monetary obligation due the association is deemed to have abandoned the office, creating a vacancy. This is automatic. It does not require a board vote, and a delinquent director who keeps voting is casting votes the association may later have to defend.
For community association managers: see Board Meetings Compared in the Manager Resource Center.
Frequently Asked Questions About Cooperative Board Meetings
How much notice does a Florida cooperative board meeting require?
Adequate notice must be posted conspicuously on the cooperative property at least 48 continuous hours before the meeting, except in an emergency. Two subjects require more: a nonemergency special assessment and an amendment to rules regarding unit use each require written notice to owners plus conspicuous posting not less than 14 days before the meeting, under section 719.106(1)(c).
Can our cooperative board meet by Zoom?
Yes. Under section 719.106(1)(b)5., a board or committee member participating by telephone, real-time videoconference or similar real-time communication counts toward a quorum and may vote as if physically present. Chapter 719 does not specify what the notice of a remote meeting must contain, so include the access information as a matter of practice and check your bylaws.
When may a cooperative board close a meeting to owners?
Only for a meeting to discuss personnel matters, or for a meeting between the board or a committee and the association's attorney. Section 719.106(1)(c) recognizes no other exception. Any vote that follows the closed session should be taken in the open portion of a properly noticed meeting.
Do cooperative committee meetings have to be open?
A committee that takes final action on behalf of the board, or that makes recommendations to the board regarding the association budget, is always subject to the open-meeting and notice rules. Other committees are also covered unless the bylaws expressly exempt them. If your bylaws are silent, those committees are open.
Can directors decide something by e-mail between meetings?
No. Section 719.106(1)(c) lets directors use e-mail to communicate but says they may not cast a vote on an association matter via e-mail. An e-mail consensus is not a board action. Put the item on a properly noticed agenda and vote at the meeting, even if only to ratify what the board has already discussed.
Does Chapter 719 require the cooperative to post meeting notices on a website?
No. Chapter 719 contains no website or mobile application posting requirement of any kind, for notices or for records. The condominium rule at section 718.111(12)(g) that applies to associations with 25 or more units has no cooperative counterpart. A cooperative that posts online is doing so voluntarily or because its own documents require it.
Contact Hamilton Mikes
Hamilton Mikes advises cooperative boards and managers across Lee, Collier and Charlotte Counties on meeting notice, agendas, closed sessions and the drafting of bylaws that match the current text of section 719.106. If a notice question is holding up an assessment or a rule change, call 239-594-7227 or visit our Corporate Governance page.
Statutes and authorities referenced
- § 719.106(1)(c), Fla. Stat. (board of administration meetings; 48-hour posting; 14-day notice; open meetings; personnel and attorney exceptions; right to speak and record; committee meetings; e-mail)
- § 719.106(1)(b)1., Fla. Stat. (quorum of the members; majority of voting interests unless the bylaws provide otherwise)
- § 719.106(1)(b)4., Fla. Stat. (absent member's written agreement or disagreement; not a vote, not counted toward a quorum)
- § 719.106(1)(b)5., Fla. Stat. (telephone and real-time videoconference participation counts toward a quorum and may vote)
- § 719.106(1)(e), Fla. Stat. (proposed annual budget; 14-day notice; 115 percent substitute budget meeting)
- § 719.106(1)(o), Fla. Stat. (director or officer more than 90 days delinquent deemed to have abandoned office)
- § 719.104(2)(a)4., Fla. Stat. (minute books as official records)
- § 719.104(2)(b), Fla. Stat. (official records maintained within the state for at least 7 years)
- § 719.104(11), Fla. Stat. (association powers; part I of ch. 607 and ch. 617 apply except as limited by Chapter 719)
- § 718.112(2)(b)5., Fla. Stat. (condominium remote meeting notice contents; no Chapter 719 counterpart)
- § 718.112(2)(d)2., Fla. Stat. (condominium annual meeting by video conference; no Chapter 719 counterpart)
- § 718.111(12)(g), Fla. Stat. (condominium 25-unit website posting rule; no Chapter 719 counterpart)
- Session laws in the § 719.106 history line: ch. 2023-203; ch. 2024-244; ch. 2025-175; ch. 2026-14