STATE OF FLORIDA DEPARTMENT OF BUSINESS AND PROFESSIONAL REGULATION DIVISION OF FLORIDA LAND SALES, CONDOMINIUMS, AND MOBILE HOMES

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1 STATE OF FLORIDA DEPARTMENT OF BUSINESS AND PROFESSIONAL REGULATION DIVISION OF FLORIDA LAND SALES, CONDOMINIUMS, AND MOBILE HOMES IN RE: PETITION FOR ARBITRATION TERESA CORBO, Petitioner, v. Case No VERSAILLES HOTEL CONDOMINIUM ASSOCIATION, INC. Respondent. / SUMMARY FINAL ORDER Comes now, the arbitrator, and enters the following summary final order: On May 2, 1997, at what was deemed to be an emergency board meeting, five unit owners were appointed to form a finance committee, without objection from petitioner, Teresa Corbo, board president and licensed real estate agent and broker. On July 18, 1997, Teresa Corbo, president of Versailles Realty, Inc., entered into a rental agreement with Versailles Hotel Condominium Association, Inc. Said agreement gave the sole and exclusive right and authority to Ms. Corbo s real estate company to rent units located within Versailles Hotel Condominium and to disseminate listing information on units available for rental to other brokers. The rental agreement was to expire on July 18, Thereafter, on August 14, 1997, notice was posted of a finance committee meeting to be held on August 16, At the finance meeting, four board members 1

2 signed a document to annul petitioner s Exclusive Right of Rental Listing Agreement. The document annulling the agreement is sent to the attention of Versailles Realty Inc., attention: Teresa Corbo. The document is signed by a majority of the board members, Luis Dominicus, Vice President; Fernanda Freyre, Treasurer; Francisco Monzon, Secretary; and Orestes de Armas, Director. On September 15, 1997, petitioner wrote a letter to board treasurer Fernanda Freyre, stating that there would no longer be a finance committee. Subsequently, the finance committee was re-approved by the board of directors. Petitioner alleges that the first meeting of the finance committee was not properly noticed; that the vice president, Luis Dominicus signature on the agreement to annul the exclusive rental agreement was not his own; and that the dissolution of the finance committee should be ratified by the arbitrator. Each of these allegations will be discussed in turn, infra. First, the bylaws of Versailles Hotel Condominium Association, Inc. do not speak to the issue of notice for committee meetings; nonetheless there was notice posted forty-eight hours prior to the meeting held on August 16, This forty-eight hour satisfies Section (2)(c), Florida Statutes (1997), which reads as follows: Board of administration meetings Adequate notice of all meetings, which notice shall specifically incorporate an identification of agenda items, shall be posted conspicuously on the condominium property at least 48 continuous hours preceding the meeting except in an emergency...meetings of a committee to take final action on behalf of the board or make recommendations to the board regarding the association budget are subject to the provisions of this paragraph. Meetings of a committee that does not take final action on behalf of the board or make recommendations to the board regarding the association budget are subject to the 2

3 provisions of this section, unless those meetings are exempted from this section by the bylaws of the association. Here, the notice requirements of the statute are satisfied. Petitioner next alleges that the August 16, 1997 meeting was illegal because one of the signatures on the document seeking to annul the agreement, that of Luis Dominicus, vice president, was not his own, and therefore not all board members present approved the annulment. Section (3), Florida Statutes (1997) applies to this dispute and is also made applicable to committee meetings pursuant to Section (2) and reads as follows: 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. In the instant case, assuming for the sake of argument that vice president Luis Dominicus was not at the meeting, and the signature to annul the rental agreement was not his own, a quorum (three out of five) of the committee was present; the treasurer, director, and secretary. Moreover, the members present unanimously agreed to annul the rental agreement. Respondent has also filed an uncontroverted affidavit in which Luis Dominicus, vice president, swears that the signature on the document annulling the rental agreement is his own. Finally, petitioner, in her request for relief, asks that the dissolution of the finance committee be affirmed. Petitioner is without authority in the bylaws of Versailles Hotel Condominium Association to unilaterally dissolve the finance committee, which was properly formed and voted on by the other board members, in accordance with Section , which states: 3

4 Unless the articles of incorporation or the bylaws otherwise provide, the board of directors, by resolution adopted by a majority of the full board of directors, may designate from among its members an executive committee and one or more other committees each of which, to the extent provided in such resolution or in the articles of incorporation or the bylaws of the corporation, shall have and may exercise all authority of the board of directors... Just as a committee is designated by a majority of the board of directors, it may also not be dissolved absent such a vote. Therefore, petitioner s unilateral vote dissolving the finance committee was an ultra vires act which the undersigned arbitrator will not affirm. dismissed. WHEREFORE, the relief sought in the petition is DENIED, and this case is DONE AND ORDERED this 19th day of March, 1998, at Tallahassee, Leon County, Florida. Donna La Plante, Arbitrator Department of Business and Professional Regulation Northwood Centre 1940 North Monroe Street Tallahassee, Florida RIGHT TO TRIAL DE NOVO PURSUANT TO SECTION , FLORIDA STATUTES, THIS DECISION SHALL BE BINDING ON THE PARTIES UNLESS A COMPLAINT IS FILED BY A PARTY WHO IS ADVERSELY AFFECTED IN A COURT OF COMPETENT JURISDICTION IN THE CIRCUIT IN WHICH THE CONDOMINIUM IS LOCATED WITHIN 30 DAYS OF THE DATE OF MAILING OF THIS ORDER. THIS FINAL ORDER DOES NOT CONSTITUTE FINAL AGENCY ACTION AND IS NOT 4

5 APPEALABLE TO THE DISTRICT COURTS OF APPEAL. CERTIFICATE OF MAILING I hereby certify that a true and correct copy of the foregoing was mailed by U.S. mail, postage prepaid, to: Teresa Corbo, SW 115 Ave., Miami, Fla, , and Astrid M. Bismarck, Esq., 815 Ponce de Leon Boulevard, Suite 200, Coral Gables, Fla., on this the 19th day of March Donna La Plante, Arbitrator 5