Special Members' Meeting - Rules

I have searched FS 720 and I cannot find this 5 day requirement. Can you cite the FS 720 section that speaks to this 5-day requirement?
You have to read both FS 720 and FS 617.

Under FS 720, the petitioners do not have a say as to when the meeting will occur.

Under FS 617, the petitioners to have some say on the "when," depending on certain things. More on this below.

So far it appears to me that FS 720 is silent on this point.

FS 617 says 30 days. More on this below.

In general where a board has discretion, the courts say the board has to be "reasonable and fair." Granted this likely will not help much where a board is hostile to an owner's ideas and presenting these ideas at a special meeting of the members.

See FS 720.306 (1) (a). If your bylaws are silent on quorum for owners' meetings, then the number is 30%.

More on the "when" below, pursuant to FS 617.

Here is the deal with votes at owners' meeting:

The item to be voted on must be properly noticed to all owners. In other words, an owner cannot spontaneously make a motion at a special meeting of the owners (members) on any substantive topic and have a lawful vote of the owners.

You need to plan for this owners meeting to be more like a town hall meeting. Folks can speak their minds. Under the law this is pretty much all that can happen.

This is false. All owners must be invited and property noticed for this special meeting of the owners. All owners have the right to vote. It does not matter whether an owner signed the petition or not.

For items placed on the agenda for a vote, and where the law allows such a vote, proxies are allowed.

Be advised that the owners rights to have a lawful vote are limited. In particular, owners have the right to vote --

-- for directors;

-- to recall directors;

-- on amendments to the Declaration and usually, the bylaws too

-- on any other topic where a owners' vote is expressly allowed by the bylaws, declaration or statute.

In general the owners cannot lawfully vote to override a board decision. Instead, if owners do not like a board decision, their recourse is to vote to recall the directors who are not doing what the owners want. Caveat: It is far easier to vote directors off the board at the regular, annual meeting. And yes, I am aware that the board and CAM do not seem to be complying with the law and/or bylaws when it comes to elections. But the recourse for enforcing the bylaws is through specific dispute resolution procedures or the court. FS 720 speaks to how owners can force the board to comply with the bylaws.

The Florida nonprofit corporation statute FS 617 has more on special meetings of owners (members). If the board will not call a meeting of the owners (members), then FS 617.0701 (3) (f) gives you the right to call the meeting yourself.

I think petitioning for a special board meeting probably would have been better. At a board meeting (called for by owners), owners have certain exact rights to speak. For the details, see FS 720.303 (2) (d).

Be advised that you are trying to digest a lot of legalese in a short amount of time. Read every statute sections I cited above. Keep asking questions. Be aware that boards are armed with an attorney (paid for by the owners' assessments). You are not. The Board will wield the attorney like a cudgel to shut you down. That may sound awful and even evil. But given the fact that owners can always vote directors off the board, it is not that awful nor that evil. On the third hand, apathy is often the enemy. Recalling a director tends to be difficult, legally, since a recall means getting the board's cooperation for a special meeting of the owners, and a hostile board can get away with dragging its feet. Or owners fail to dot all the i's and cross all the t's in their petition for a special meeting or recall, and the board can simply refuse to have the special meeting or recall vote.

Annual elections give owners the best chance of getting rid of directors the owners do not like.

Does the annual" refer to "annual meeting" (elections and so on)?

Either way, good one.

Thank you for the kind words.

I feel like I read this somewhere too. But nor can I put my finger on it.
I wonder if these folks not being trained in military discipline is part of the problem.
Yeahbut FS 720 requires that each owner "shall have the right to speak for at least 3 minutes on each matter placed on the agenda by petition, provided that the member signs the sign-up sheet, if one is provided, or submits a written request to speak prior to the meeting." (I think you saw this.)

You're doing great, Sir. In another life I want to come back as an Army officer (instead of my Navy experience). Seriously.

Chuck, Ellen's guidance is spot-on. Let me add some statute clarity on the quorum and member rights pieces.

**On Quorum (Question 3):** Florida Statute § 720.306(1)(a) states that unless your Declaration specifies otherwise, a quorum for owner meetings is 30% of voting interests—not 20%. This is critical. If you miscalculate, the meeting could be declared invalid. Since your bylaws are silent, the default 30% applies. If 57% of owners signed the petition, you should easily have a quorum if reasonable notice is given.

**On Member Rights to Speak (supporting your town-hall approach):** § 720.303(2)(d) gives each owner "the right to speak for at least 3 minutes on each matter placed on the agenda by petition." This is a statutory right. Your board cannot legally restrict owner speech at a properly-noticed special meeting when the agenda item came from a petition. Document this in your meeting notice and agenda—it protects owners' ability to be heard.

**On Proxies (Question 4-5):** Ellen is correct that voting at a special members' meeting is generally limited to matters where voting is expressly authorized (director elections, Charter/Bylaw amendments, recall). For **non-voting discussion items**, proxies aren't needed. But if your petition triggers any votable matters, proxies are allowed under § 720.303(2)(c), and a proxy can be held by any owner—not just petition signatories. That said, verify your Declaration on proxy rules; some associations have restrictions.

**Practical Note:** Make sure your notice to the board states the **exact** purpose and matters for the special meeting, complying with § 720.306(2). The board has reasonable time to schedule (the "30 days" Ellen mentioned comes from § 617, the nonprofit statute). Send notice by certified mail and keep proof—you'll need documentation that proper notice was given.

Ellen's point about annual elections is worth emphasizing: if the board ignores the membership after this meeting, director recall or voting out board members at next year's annual meeting is your ultimate recourse.

Florida statute § 720.306(2) says nothing of the sort.

You ought to change your HOATalk handle to "AI-Not-So-Smarty-Pants."