Cooperative Elections and Recall: The Section 719.106 Timeline, Eligibility Rules and Director Certification

Jason Hamilton Mikes, JD, MBA
Founder & Managing Shareholder

• Published September 25, 2026
• Reviewed by Jason Hamilton Mikes, JD, MBA, September 26, 2026
• Florida Statutes as of July 1, 2026
• Applies to: Cooperatives

Cooperative elections are governed by section 719.106(1)(d), and the sequence is not optional. Miss the 60-day first notice and the election is vulnerable. Miss the 40-day candidate deadline and a candidate is off the ballot. What makes cooperative elections different from condominium elections is not the calendar, which is similar, but two provisions boards rarely know: a cooperative of any size may vote to replace the statutory procedure entirely, and a cooperative director's education obligation is far lighter than a condominium director's.

The annual meeting and the election are two different events

Section 719.106(1)(d) requires an annual meeting of the shareholders. Written notice, which must incorporate an identification of agenda items, goes to each unit owner at least 14 days before the annual meeting and is posted conspicuously on the cooperative property at least 14 continuous days before it.

The election is a separate process that ends at that meeting, and its notice sequence starts 60 days out, long before the annual meeting notice goes into an envelope. A board that treats the election as one more agenda item has usually missed the first two deadlines already. Build the calendar backward from the election date. Our association election calendar shows how the two tracks line up.

The ordinary board meeting rules in section 719.106(1)(c) still govern every board meeting held along the way, including the one at which the board sets the election date. See our guide to cooperative board meeting requirements.

The notice sequence: 60, 40, 35, then the ballot

Section 719.106(1)(d)1.a. sets out the sequence. Each step is a floor, not a target, and each one is measured backward from the scheduled election.

The information sheet is the candidate's document. The association does not edit it and should not be deciding which statements are fair. A candidate who misses the 35-day sheet deadline is still a candidate if the 40-day notice of intent was timely.

Who may run

Section 719.106(1)(a)2. sets the disqualifications. They are self-executing; the board does not vote on them.

• A person who has been suspended or removed by the Division under Chapter 719 is not eligible to be a candidate and may not be listed on the ballot.
• A person who is delinquent in the payment of any monetary obligation due to the association is not eligible to be a candidate and may not be listed on the ballot. Note the breadth of any monetary obligation: it is not limited to regular assessments.
• A person convicted of any felony in Florida, in any United States District Court, or of an offense in another jurisdiction that would be a felony in Florida, is not eligible unless civil rights have been restored for at least five years as of the date the person seeks election.
• A director or officer charged by information or indictment with a felony theft or embezzlement offense involving the association's funds or property is suspended from office.

The validity of a board action is not affected if a member is later found ineligible because of a felony conviction. That is a comfort on past votes, not a license to seat an ineligible candidate; see our note on candidate eligibility. Chapter 719 imposes no ownership-of-record, residency, term-limit or co-occupant requirement. If your cooperative has one it comes from the governing documents.

Ballots, the 20 percent rule and plurality

At least 20 percent of the eligible voters must cast a ballot in order to have a valid election. Elections are decided by a plurality of those ballots cast, and there is no quorum requirement for the election itself.

Those sentences work together in a way boards find counterintuitive. The 20 percent figure is a validity floor for the election, not a quorum for the meeting. A cooperative can miss a membership quorum for the rest of the agenda and still have a valid election, and it can have a crowded meeting and an invalid election if fewer than 20 percent of eligible voters returned a ballot.

Plurality means the candidates with the most votes take the open seats. No runoff, no majority requirement. Chapter 719 does not address ties, so the tiebreak comes from the bylaws. Nor does it prescribe envelope mechanics, an impartial counting committee, or a way to challenge a ballot at the table. Those come from the bylaws and Division rule, so a cooperative running a sloppy count cannot point to statutory compliance as a defense.

Electronic voting is available separately under section 719.129, on a board resolution adopted at a meeting noticed at least 14 days in advance, with owner consent and published opt-out procedures. An owner voting electronically counts as in attendance for quorum. Chapter 719 has no counterpart to section 718.128, under which a petition by 25 percent of voting interests obliges a condominium board to consider online voting, so in a cooperative the decision stays with the board.

Proxies: barred in the election, useful everywhere else

A proxy may not be used in electing the board of administration in a general election, or in an election to fill a vacancy caused by recall, resignation or otherwise, unless otherwise provided in Chapter 719. Since January 1, 1992, general proxies may not be used to elect the board.

Proxies remain available for other business. Limited and general proxies may be used to establish a quorum, and a proxy is valid no longer than 90 days after the date of the first meeting for which it was given. Most boards need proxies to reach a quorum on the rest of the annual meeting agenda even though the election runs on ballots. Form matters: a limited proxy directs the holder how to vote on identified items, and one handed in blank invites a challenge. Send the form with the second notice.

The opt-out: a cooperative can write its own procedure

This is the largest structural difference between cooperative and condominium elections, and it is the one most often missed. Section 719.106(1)(d) provides that, notwithstanding the proxy limits and the statutory election procedure, an association may, by the affirmative vote of a majority of the total voting interests, provide for a different voting and election procedure in its bylaws. That vote itself may be taken by a proxy specifically delineating the different procedures. The different procedures may provide for elections conducted by limited or general proxy.

Read that against condominium law, where the corresponding opt-out is limited to very small condominiums. Chapter 719 attaches no unit-count ceiling. A 300-unit cooperative may adopt its own procedure on a majority of total voting interests, and may elect its board by proxy.

Two cautions. The threshold is a majority of total voting interests, not of those voting, which for most cooperatives means a campaign. And an association that opts out is governed by what it wrote. A bylaw vague about deadlines or about who counts ballots trades a detailed statutory scheme for the association's own drafting.

Director certification: the cooperative rule is not the condominium rule

Within 90 days after being elected or appointed to the board, a cooperative director must do one of two things under section 719.106(1)(d)1.b.

1. Certify in writing to the secretary of the association that he or she has read the association's bylaws, articles of incorporation, proprietary lease and current written policies; that he or she will work to uphold those documents and policies to the best of his or her ability; and that he or she will faithfully discharge his or her fiduciary responsibility to the association's members. Or,
2. Submit a certificate of having satisfactorily completed the educational curriculum administered by an education provider approved by the Division, completed within one year before or 90 days after the date of election or appointment.

The written certification alternative is the point. Condominium directors lost it; cooperative directors kept it. Chapter 719 specifies no course hours for the educational route and imposes no annual continuing education on cooperative directors. A board telling its members they owe a four-hour course every year is applying section 718.112(2)(d)5.b. to the wrong chapter.

The consequences run both ways. A director who fails to timely file either document is suspended from the board until he or she complies, and the board may temporarily fill the vacancy. But failure to have the certification on file does not affect the validity of any board action. The secretary must retain it for member inspection for five years after the election or the duration of the director's uninterrupted tenure, whichever is longer, and an educational certificate need not be resubmitted during uninterrupted service.

Vacancies and recall

Unless the bylaws provide otherwise, a vacancy occurring before the end of a term may be filled by a majority of the remaining directors, even if they are fewer than a quorum, or by the sole remaining director. The board may instead hold an election, which must follow the statutory procedure.

Recall is governed by section 719.106(1)(f). Any board member may be recalled with or without cause by the vote or written agreement of a majority of all the voting interests. There are two routes and both run on a five-business-day clock.

1. Recall at a meeting. A special meeting of the voting interests to recall a director may be called by 10 percent of the unit owners on notice stating the purpose. The board must notice and hold a board meeting within five full business days after that meeting adjourns.
2. Recall by written agreement. The agreement is served on the association, and the board must hold its meeting within five full business days after service.
3. At the board meeting, the board either certifies the recall, in which case the member is removed immediately and turns over association records and property within five full business days, or it declines.
4. If the board declines, it must within five full business days file a petition for arbitration with the Division under section 719.1255 or an action in court. The arbitrator or the court decides whether the recall was valid.
5. If the board fails to notice and hold the meeting, the recall is effective without further board action.

Two 60-day rules bracket the process. A recalled director who wants to challenge the recall has 60 days after certification. And a recall petition or action may not be accepted for filing when 60 or fewer days remain until the scheduled reelection of the director sought to be recalled, or when 60 or fewer days have elapsed since that director's election.

Where election and recall disputes go

Chapter 719 has no dispute resolution scheme of its own. Section 719.1255 is a single sentence directing the Division of Florida Condominiums, Timeshares, and Mobile Homes to provide alternative dispute resolution for cooperatives in accordance with section 718.1255. Every substantive rule comes from the condominium statute, and every amendment to it changes cooperative practice automatically.

Under section 718.1255 as incorporated, election and recall disputes are not eligible for presuit mediation. They must be arbitrated by the Division or filed in a court of competent jurisdiction. That is narrower than the path for most association disputes, where a party may choose. Our page on cooperative arbitration and mediation sets out the framework.

The consequence is speed. A board facing an election challenge defends the process it actually followed on the record it actually kept, so keep the first and second notices, the affidavit of mailing, the candidate submissions, the ballots and the sign-in sheets. Those voting materials need only be kept one year after the election under section 719.104(2)(a)10., and a challenge usually arrives well inside that year. See our guide to cooperative official records.

Contact Hamilton Mikes

Hamilton Mikes runs election calendars, reviews candidate eligibility questions and defends contested elections and recalls for cooperative boards in Lee, Collier and Charlotte Counties. If an election date is set and the first notice has not gone out, call 239-594-7227 or visit our Corporate Governance page.