Does statute prescribe algorithm for calculating quorum? Does Florida Condo Law FS718 or any relevant statute provide guidance as to how to determine the minimum number of Florida condo board directors must be present for a meeting if a 5 seat board has enough board members for a meeting? Case 1: Assume all seats are filled Case 2: Assume 4 of 5 seats are filled: one is vacant Case 3: Assume case 2, however, only 3 directors are able to vote on a single agenda meeting as the fourth is in violation and ineligible to vote. 5th seat is vacant
Short Answer Does statute prescribe algorithm for calculating quorum? No, but it does provide a default and minimum quorum for board meetings (indirectly through a non-condo statute), which is sufficient to resolve the questions asked for a five member board, in most cases, although the bylaws could set a higher quorum than the minimum or default requirement which are the same in this case. A Florida HOA must be either a for profit corporation or a non-profit corporation. Either way, in all three cases, three members constitutes the minimum quorum for the Board. Presence could be virtual (e.g. by Zoom or Conference Call) rather than in person, and in some case, proxy voting is allowed under very specific limitations and circumstances not discussed at length below. A majority of those present, when there is quorum, must vote in favor to pass an action, unless the bylaws or declarations or other law provides otherwise with respect to a specific vote. When four or five people are present, that means three votes in favor. When three people are present, that means two votes in favor. There are provisions for a board lacking a quorum to fill vacancies prior to a unit member's election if the bylaws do not forbid this, or to have a court appoint a receiver if no quorum can be secured until one is secured. Long Answer There are specific mandatory provisions in F.S. 718.112(2) for bylaws, and HOAs are required to be formed under the Florida For Profit Corporation or Florida Non-Profit Corporation Statutes both of which have default quorum provisions in the bylaws do not so provide under F..S. 718.111(1). The default rule for members meetings is F.S. 718.112(2)(b)(1) which provides that: (b) Quorum; voting requirements; proxies.— 1. Unless a lower number is provided in the bylaws, the percentage of voting interests required to constitute a quorum at a meeting of the members is a majority of the voting interests. Unless otherwise provided in this chapter or in the declaration, articles of incorporation, or bylaws, and except as provided in subparagraph (d)4., decisions shall be made by a majority of the voting interests represented at a meeting at which a quorum is present. . . . 4. A member of the board of administration or a committee may submit in writing his or her agreement or disagreement with any action taken at a meeting that the member did not attend. This agreement or disagreement may not be used as a vote for or against the action taken or to create a quorum. 5. A board or committee member’s participation in a meeting via telephone, real-time videoconferencing, or similar real-time electronic or video communication counts toward a quorum, and such member may vote as if physically present. A speaker must be used so that the conversation of such members may be heard by the board or committee members attending in person as well as by any unit owners present at a meeting. Proxies where permitted by statute, however, may be used to meet a quorum. The provision of board meetings is mostly at F.S. 718.112(2)(c) which provides in pertinent part: (c) Board of administration meetings.—Meetings of the board of administration at which a quorum of the members is present are open to all unit owners. Members of the board of administration may use e-mail as a means of communication but may not cast a vote on an association matter via e-mail. A unit owner may tape record or videotape the meetings. The right to attend such meetings includes the right to speak at such meetings with reference to all designated agenda items. The division shall adopt reasonable rules governing the tape recording and videotaping of the meeting. The association may adopt written reasonable rules governing the frequency, duration, and manner of unit owner statements. And goes on to discuss proxy voting. Voting rights also have to be discussed in the Declarations which may or may not cover a director quorum. Board vacancies are discussed at length in F.S. 718.112(2)(d). Vacancies may be filled by existing board members without a quorum until the next unit owner's meeting unless the bylaws provide otherwise. 9. Unless otherwise provided in the bylaws, any vacancy occurring on the board before the expiration of a term may be filled by the affirmative vote of the majority of the remaining directors, even if the remaining directors constitute less than a quorum, or by the sole remaining director. In the alternative, a board may hold an election to fill the vacancy, in which case the election procedures must conform to sub-subparagraph 4.a. unless the association governs 10 units or fewer and has opted out of the statutory election process, in which case the bylaws of the association control. Unless otherwise provided in the bylaws, a board member appointed or elected under this section shall fill the vacancy for the unexpired term of the seat being filled. Filling vacancies created by recall is governed by paragraph (j) and rules adopted by the division. 10. This chapter does not limit the use of general or limited proxies, require the use of general or limited proxies, or require the use of a written ballot or voting machine for any agenda item or election at any meeting of a timeshare condominium association or nonresidential condominium association. Notwithstanding subparagraph (b)2. and sub-subparagraph 4.a., an association of 10 or fewer units may, by affirmative vote of a majority of the total voting interests, provide for different voting and election procedures in its bylaws, which may be by a proxy specifically delineating the different voting and election procedures. The different voting and election procedures may provide for elections to be conducted by limited or general proxy. Also pertinent is this section: 718.1124 Failure to fill vacancies on board of administration sufficient to constitute a quorum; appointment of receiver upon petition of unit owner.— (1) If an association fails to fill vacancies on the board of administration sufficient to constitute a quorum in accordance with the bylaws, any unit owner may give notice of his or her intent to apply to the circuit court within whose jurisdiction the condominium lies for the appointment of a receiver to manage the affairs of the association. The Florida Non-Profit Corporation Act provides the default rules for quorum in non-profits which are by far the most common way to organize an HOA. It states in pertinent part that: 617.0824 Quorum and voting.— (1) Unless the articles of incorporation or the bylaws require a different number, a quorum of a board of directors consists of a majority of the number of directors prescribed by the articles of incorporation or the bylaws. Directors younger than 18 years of age may not be counted toward a quorum. (2) The articles of incorporation may authorize a quorum of a board of directors to consist of less than a majority but no fewer than one-third of the prescribed number of directors determined under the articles of incorporation or the bylaws. (3) If a quorum is present when a vote is taken, the affirmative vote of a majority of directors present is the act of the board of directors unless the articles of incorporation or the bylaws require the vote of a greater number of directors. (4) A director of a corporation who is present at a meeting of the board of directors or a committee of the board of directors when corporate action is taken is deemed to have assented to the action taken unless: (a) The director objects, at the beginning of the meeting or promptly upon his or her arrival, to holding the meeting or transacting specified affairs at the meeting; or (b) The director votes against or abstains from the action taken. So, in the usual case, a five member board has a quorum of at least three members since it cannot be less than one-third under state law if it is a non-profit rather than a for profit HOA. This would seem to be true even if there are vacancies since the &quot;prescribed&quot; size of the board is still five members. The same rule applies in for profit Florida corporations. Many bylaws incorporate by reference, Robert's Rules of Order Revised which provides for quorum in Section 64 which states (in pertinent part), which reaches the same conclusion: A Quorum of an assembly is such a number as must be present in order that business can be legally transacted. The quorum refers to the number present, not to the number voting. The quorum of a mass meeting is the number present at the time, as they constitute the membership at that time. The quorum of a body of delegates, unless the by-laws provide for a smaller quorum, is a majority of the number enrolled as attending the convention, not those appointed. The quorum of any other deliberative assembly with an enrolled membership (unless the by-laws provide for a smaller quorum) is a majority of all the members. In the case, however, of a society, like many religious ones, where there are no annual dues, and where membership is for life (unless it is transferred or the names are struck from the roll by a vote of the society) the register of members is not reliable as a list of the bona fide members of the society, and in many such societies it would be impossible to have present at a business meeting a majority of those enrolled as members. Where such societies have no by-law establishing a quorum, the quorum consists of those who attend the meeting, provided it is either a stated meeting or one that has been properly called. In all ordinary societies the by-laws should provide for a quorum as large as can be depended upon for being present at all meetings when the weather is not exceptionally bad. In such an assembly the chairman should not take the chair until a quorum is present, or there is no prospect of there being a quorum. The only business that can be transacted in the absence of a quorum is to take measures to obtain a quorum, to fix the time to which to-adjourn, and to adjourn, or to take a recess. Unanimous consent cannot be given when a quorum is not present, and a notice given then is not valid. In the case of an annual meeting, where certain business for the year, as the election of officers, must be attended to during the session, the meeting should fix a time for an adjourned meeting and then adjourn. In an assembly that has the power to compel the attendance of its members, if a quorum is not present at the appointed hour, the chairman should wait a few minutes before taking the chair. In the absence of a quorum such an assembly may order a call of the house [41] and thus compel attendance of absentees, or it may adjourn, providing for an adjourned meeting if it pleases. In committee of the whole the quorum is the same as in the assembly; if it finds itself without a quorum it can do nothing but rise and report to the assembly, which then adjourns. In any other committee the majority is a quorum, unless the assembly order otherwise, and it must wait for a quorum before proceeding to business. Boards of trustees, managers, directors, etc., are on the same footing as committees as regards a quorum. Their power is delegated to them as a body, and their quorum, or what number shall be present, in order that they may act as a board or committee, cannot be determined by them, unless so provided in the by-laws.
In the United States, the answer depends on who is unlawfully in power. In the hypothetical you presented, the answer is probably that the law would remain valid, as Congress generally has the sole authority to pass judgment on whether to admit the elected person. A third party would not have the ability to challenge the law based on the qualifications of a lawmaker. But if we were dealing with an administrative official promulgating regulations, those rules would generally be void if that official were unlawfully appointed. That was the case in Nat'l Labor Relations Bd. v. Canning, 573 U.S. 513 (2014), where a cola distributor challenged a labor regulation, saying that the members of the NLRB who enacted it were improperly appointed. The Court agreed that the appointments were improper, so the regulations were nullified. A judicial decision coming out under these circumstances would also be nullified if one of the judges weren't really a judge. That happened just last year, in Yovino v. Rizo. In that case, ten judges from the Ninth Circuit heard a case, and the vote split 6-4. But the author of the majority opinion died before the decision was published, which is when it become effective. The Supreme Court held that because there were therefore only five votes for that decision, it was not a majority opinion, and therefore not binding on future Ninth Circuit panels.
The answer depends in part on your relationship to the HOA, and your lease. Normally, you would have no direct relationship to the HOA, instead your legal relationship is with the owner (who has a relationship to the HOA). The owner of the condo has a legal obligation to follow certain rules, the violation of which will result in a penalty (imposed on him). You presumably are leasing the place from an owner, so the HOA won't impose any penalty on you, since you have no direct connection with the HOA. You then have to look at your rental agreement, to see what obligations were stated, whereby you have to follow the HOA rules. If there is a clause that says "You must follow the rules", then if you don't, it's possible you can be evicted by the owner. If there isn't such a clause, the owner would suffer the consequences of your rule-breaking. You can try to sue the HOA if someone gets hurt, but that would be a waste of your time and money since the suit would be dismissed (the HOA is not responsible for injuries that you are legally responsible for). Whether or not you should try such a lawsuit is between you and your attorney. You can try to fight the HOA (politically), within limits, e.g. by writing letters, or speaking to the HOA or board of directors, as long as they allow it (since you aren't a homeowner, they don't have to listen to you). Again, whether you should do this is between you and your attorney, and anyhow that's not a legal question. You could not, however, sue the HOA to force them to change the rules.
Typically, nobody has to force it. Somebody in the SWIFT organization, calls and holds a meeting of the board of directors, everyone on the board of directors votes as they are supposed to vote, and it happens, with implementation by the SWIFT organization's officers. It is very unusual for a country with a say in the process to deviate from a direction to do so. Ultimately, if necessary, a lawsuit to compel action could be brought in an appropriate court, possibly a Belgian court, possibly an E.U. court, or possibly a court in the country of a recalcitrant delegate. But it is rare that this is necessary.
Just think of the subtenant cum owner as two separate people with two separate roles. Tenant = T Subtenant = ST Old owner = OO New Owner = NO The rights of the tenant vis-avis the new owner will be informed by the lease and the local laws. Generally, if the sale happens in the middle of the existing lease, the NO is obligated by the terms, as is the T. NO cannot just kick T out, and T cannot just break the lease. The lease may say what could happen and local laws will apply. Likewise, ST has whatever contract with T that previously existed. Pretend NO and ST are different people. If T owes NO $1000 per month, and ST owes T $400 a month, that continues even though ST and NO are the same person. Depends on what kind of dispute. See above. All contracts continue, subject to whatever the lease with the original owner and the subtenancy agreement say abut modifying or breaking the lease and sublease. Local laws apply. Note, if the subtenancy was "off the books" or was done when not allowed by the original owner, and if it was not in a place that the local law says owners cannot deny subleasing, then tenant might not have any protection. ST, now that he is owner could just move out and stop paying. On the other hand, even if he is the owner, he cannot just say "I am the owner now, so I am moving back in for free" because the original lease gave the tenant use of the whole property. But ST could just drop out because T always owed OO, and now NO, the full rent. Do you mean if rather than sublease, they were both on the original lease? Interesting, but just imagine it as the obligations before the sale = the obligations after the sale. I don't know though. There are some tax implications for an owner occupied rental.
When it says &quot;any e-filed document submitted in support of, in opposition to, or in connection with any motion or application must be delivered to the courtroom clerk assigned to the Department in which the motion or application will be heard&quot; this appears to apply to motions and other requests and not to complaints. This said, the easiest way to determine the answer would be to call the clerk of the court's office and ask. An answer from a clerk of the court would be definitive and easy to secure.
No All parties must agree to change a contract. On the face of it, the New Tenant has to be “acceptable to both the Landlord and the remaining individual or individuals comprising the Tenant (the Remaining Tenant)”. It goes on to describe what the landlord may consider in making this assessment; there is no such imposition on the Remaining Tenant. However, there is implicit in a contract a requirement that the parties must act reasonably when using discretion. If Remaining Tenant repeatedly rejects every proposed New Tenant then this raises the question of if they are acting reasonably. Have you clearly articulated why the proposed replacements are unacceptable and are those reasonable reasons?
The other answer is incorrect. In fact, the question you're asking turns on the meaning of the phrase &quot;the whole number of electors appointed.&quot; This could be interpreted either way, and as far as I know this ambiguity has never been considered by a court or by congress. It would only matter under the following conditions: Some states appoint fewer electors than the number to which they are entitled. The candidate with the greatest number of votes has more votes than half the number of electors actually appointed, but less than or equal to half the number of electors that should have been appointed. One way to look at this ambiguity is that it depends on how you parse the structure of the amendment. It could be either: a majority of (the whole number of electors) (appointed) a majority of the whole number of (electors appointed) In the first case, &quot;appoint&quot; refers to the sentence in Article 2 that specifies, determines, or &quot;appoints&quot; the number of electors. This reading is supported, for example, by the first definition of appoint at Merriam-Webster online, which is to fix or set officially, as in &quot;to appoint a trial date.&quot; However, if you look at Article 2, it says Each State shall appoint, in such Manner as the Legislature thereof may direct, a Number of Electors, equal to the whole Number of Senators and Representatives to which the State may be entitled in the Congress. Here, appoint is used in its second sense, to name officially. This suggests that a failure by any state to appoint any elector to which it is entitled reduces &quot;the whole number of electors appointed&quot; because some available places in the Electoral College have not had anyone appointed to fill them. I favor the second interpretation, but I suspect that if the conditions outlined above actually did arise, Congress would choose the politically expedient interpretation. That is, if the candidate with the most votes was of the party in control of Congress, they would take the second interpretation, and if that candidate of the other party, they would take the first. I further suspect that the courts would not get involved.