How the MCA Board works

We’ve received some questions about how the MCA governance structure works, so we’ve put together this note as a summary. See Footnote 4 for details on all MCA governing documents.

We have a 9-member Board of Directors that represents MCA Homeowners (See Bylaws Article V).

Election (See Bylaws Article VI for details)

• All Homeowners (or their spouses) can run for the Board. Up until a few years ago only nominees selected by the Assembly of condo association Presidents were able to run, but that restriction was removed in 2022.
• Each year, Homeowners elect 3 Directors for 3-year terms. A Director can run for a second consecutive 3-year term. After completing two consecutive 3-year terms, a homeowners must take a year off before running again.
• Homeowners each have a number of votes proportional to the assessed value of their property. (Footnote 1) and can cast them on up to 3 candidates. For example, if your home is allocated 40 votes, you can cast up to 40 votes on each of 3 candidates. Each candidate you “check” on your ballot will allocate 40 votes to each of those candidates. You can choose to vote for less that 3 candidates, but cannot group your votes on a candidate.
• The Board Secretary (currently Tom Bondar) is responsible for overseeing the vote counting. Prior to 2022 all votes were held and counted on the day of the Annual Meeting, but this is no longer required. (Footnote 3)
• Amy MacDougall, Stanley Miska and Ned Boston are completing their service as MCA Directors and MCA Homeowners are electing 3 new Directors.

Board Operation (See Bylaws Article V for details)

• After the Annual Meeting, the Directors (including any just elected) elect the Officers by majority vote: President, Vice President, Treasurer and Secretary.
• If a Director resigns during their term, the Board selects the replacement Director for the remainder of the resigned Director’s term.
• The duties of the Officers are specified in Article VIII.
• Almost all Director votes require 5 Directors to vote (quorum) and a majority of votes is required to pass a motion.
• The Board as a whole determines who is on committees and if additional committees are established.
• The President organizes and presides over all meetings.
• The President has the duty to sign contracts or other obligations that the Board has approved. The President does not have authority to enter into contracts independently.
• All Board meetings must be held in an open forum and notice must be given to homeowners at least 48 hours in advance (by Florida statute). At its September 2024 meeting the Board passed a motion requiring that the agenda be part of the notice and that it be sent to homeowners via constant contact.
• For its January 2025 meeting, the Board began the practice of sharing the full Board information package with homeowners in advance of the meeting (this is the package of information that Directors receive in advance of the meeting).

Some Observations

• Powers of the Board to enter contracts and assess members is pretty much unlimited. (Article VII). They are obligated to meet their “Fiduciary Duties” (see our two posts on this: ONE TWO). Any limitations that may exist in Florida statute 720 are beyond the scope of this article.
• Under our governing documents, the only things homeowners vote on are the election of Directors and any Bylaw changes that would effect homeowners voting rights.
• There is no state Ombudsman for HOA’s under Florida statute 720, like there is for condo associations under statute 718.
• As noted above, a Director may complete two 3-year terms, take 1 year off, and then run/be elected for another two consecutive 3-year terms. Currently 2 Board members on this track to be Directors for 12 out of 13 years (Marilyn Maleckas and Fernando Viteri)

If you have any questions, ask them in the Comments and we’ll try to answer them.

Please share with your neighbors and friends.
Contact us at ForTheMeadows@SarasotaMeadows.com

Footnote 1 – When the MCA’s Articles of Incorporation were established “assessed value” was the appraiser’s estimate of a home’s market value. Assessed value was used to allocate MCA assessments proportionally based on the relative market value of MCA homeowner properties.

In 1992 the Florida Legislature amended the state constitution to introduce caps on annual increases in assessed value for homeowners. The cap for Florida residents (“Homesteaders”) is 3% and the cap is 10% for all other homeowners (non-residents). This state policy changed their definition of “assessed value” and it no longer represented market value. A new term “just value” was introduced which is a home’s market value.

Although the change in how assessed value is calculated was designed to affect homeowners’ property tax levels, for the MCA it also affected how much each MCA Homeowner pays for MCA assessments and the number of votes they have in elections. As a result, MCA Homeowners with identical homes will have different MCA assessments and voting rights, depending on how long they’ve owned their home and their state residency. Due to the effects of compounding over time the difference can be more than 100%.

The MCA could have amended the Articles to use just value and retain the character of the MCA assessments (and voting weights), but did not. It is not known whether the MCA Board considered such a change to retain the character/balance of assessments and voting weights, or whether it was an issue that slipped through the cracks.

Footnote 2 – Article IV, section 4(a) specifies that for homes in the Meadows Class, get one vote per $10,000 of assessed value. Article IV, section 4(c) specifies that for homes in the Highlands Class, the total votes of all homes in the class are calculated similarly, then allocated evenly across all homes.

Footnote 3 – This amendment dated Oct 18 2022 removed the requirement that the vote counting take place on the day of the annual meeting. This allows the vote counters to do their work over more than a month, making the process administratively easier. But it also introduces the possibility of ongoing vote counts being shared as the counting progresses, which is normally prohibited in government elections.

Footnote 4 – Our governing documents and all amendments since inception are provided on the MCA website, but are very difficult to read and understand (most are scans of original typewritten documents and there is no consolidated document). So we created a consolidated version of the documents to help homeowners read understand them. These are not official/legal versions.

MCA Articles of Incorporation

MCA Bylaws (consolidated)

Declaration of Maintenance Covenants and Restrictions on the Commons for The Meadows