Real Estate Law
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Good morning. I am Loren, a Florida licensed attorney, and I look forward to assisting you today.
Is the corporation still in good standing with the state?
Thank you for the additional information.
The board is out of compliance and in breach of their fiduciary duties. The association may, in compliance with statute and bylaws, recall the board even if they will not sign for certified mail. Certified mail only shows that the notice was sent to the address on the card. That is all you need to prove. Rejection does not protect the board from recall because you are in compliance by sending certified notice.
One person may not take over the board because no business may be conducted without a quorum. If no one will serve on the board then you may have to dissolve the association.
You need to recall the current board first, as they continue to serve until there is a new election.
Yes, proxy voting is permissible.
Yes, there is nothing prohibiting a proxy vote in the statute.
"...(b)1. Board directors may be recalled by an agreement in writing or by written ballot without a membership meeting. The agreement in writing or the written ballots, or a copy thereof, shall be served on the association by certified mail or by personal service in the manner authorized by chapter 48 and the Florida Rules of Civil Procedure."
Use the proxy form as a template. Just follow the statute. It can be done by agreement of the members. That is probably the simplest way.
You can just do it by getting the members to sign an agreement of recall and serving it on the association.
Serve it on the corporate registered agent.
Yes, you can create an agreement, without proxy. Just get all the members to sign.
Which recall form do you have? Can you upload it?
The link is not working for me. You can use an agreement of recall signed by the members.
No, the agreement must be signed by the members. It is not a vote.
The recall agreement is a written consent by membership to take action. The agreement will contain the names of the replacements.
You can also call a meeting and do the recall with the proxies. Either way will work. Though, it sounds like the current board is not going to dispute the recall.
1. Use the ballots you have.
2. You need a simple majority but aim for 5%-10%
See the following link for a step by step process:
I do not have a form for a recall proxy. You would need to retain local counsel to draft it for you.