Florida Board Vacancies: How to Fill a Seat That Opens Mid-Term

By Carlos Castellano · Current as of September 3, 2026

A director resigns, moves, or stops paying. The seat is empty and the board still has a budget to run. Most boards assume the answer is an election, and in Florida it usually is not. Both community association chapters let the remaining directors fill the seat themselves, both tell you how long the replacement serves, and both hand the first word to your own bylaws. Here is the order those questions come in.

First, what created the vacancy

The answer to every later question depends on this one, because two of these routes are governed by their own provisions and one of them is not a vacancy at all.

• Resignation. Section 617.0807, Florida Statutes, which applies to associations as not-for-profit corporations, provides that a director may resign at any time by delivering written notice to the board, its chair, or the corporation, and that the resignation is effective when the notice is delivered unless it names a later date. A resignation does not have to be accepted, and the board does not vote on it. If it names a later date, the board may fill the pending vacancy before that date so long as the successor does not take office until the resignation takes effect.
• Death, or a director who simply stops serving. An ordinary vacancy, filled the ordinary way described below.
• Ninety days delinquent.Both chapters treat this as an abandonment rather than a removal. Section 720.306(9)(b) provides that a person serving as a board member who becomes more than 90 days delinquent in the payment of any fee, fine, or other monetary obligation to the association “shall be deemed to have abandoned his or her seat on the board, creating a vacancy on the board to be filled according to law.” Section 718.112(2)(p) says the same for a condominium director or officer more than 90 days delinquent in any monetary obligation due the association. The seat is vacant by operation of the statute. There is no board vote to take and no notice to send first.
• Removal on a criminal charge. Section 720.3033(4)(a) requires that a director or officer charged by information or indictment with certain crimes, including theft or embezzlement of association funds and destruction of or refusal to allow inspection of official records in furtherance of a crime, must be removed from office and a vacancy declared. The board then fills that vacancy under Section 720.306(9) until the suspension ends or the term expires, whichever comes first. If the charges resolve without a finding of guilt and without a plea of guilty or nolo contendere, the director is reinstated for whatever remains of the term. Section 718.112(2)(q) is the condominium counterpart and works the same way, with the board filling the vacancy under paragraph (2)(d). A condominium kickback is a third route: Section 718.111(1)(a) provides that a director who knowingly solicits, offers to accept, or accepts a kickback must be removed from office and a vacancy declared.
• Recall. A separate track with its own rules. See the recall section below.
• Suspension for missing the education deadline. Not a vacancy. Section 720.3033(1)(b) suspends a director who does not timely file the educational certificate “until he or she complies,” and provides that the board “may temporarily fill the vacancy during the period of suspension.” The condominium provision reads the same way. The word that matters is temporarily: the seat belongs to the suspended director, who gets it back on compliance. Filling it permanently would be a mistake. What happens when a director is not certified covers that path.

Read the bylaws before you read the statute

Both vacancy provisions open with the same four words. Section 720.306(9)(c) begins “Unless otherwise provided in the bylaws,” and Section 718.112(2)(d)10. begins “Unless otherwise provided in the bylaws.” Everything described in the next two sections is a default that applies only when your own documents are silent.

This is worth checking rather than assuming, because bylaws written before the current statutory language often say something different: that a vacancy goes to the runner-up in the last election, that it stays open until the annual meeting, or that the members fill it. If your bylaws speak, they control. Which governing document wins walks through how that ordering works.

The default: the remaining directors fill it

Where the bylaws are silent, both chapters give the board the same power, in nearly identical words. Section 720.306(9)(c) provides that “any vacancy occurring on the board before the expiration of a term may be filled by an 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.” Section 718.112(2)(d)10. says a vacancy occurring 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.”

Two things in that sentence are easy to miss. The first is that no election is required, and no owner vote is required. The board appoints. The second is the quorum clause: a board that has lost enough members to fall below a quorum can still appoint, and if only one director is left, that director can appoint alone. That clause exists because the alternative is a board that cannot act at all, and it is the provision that gets an association out of a collapse.

The board may also choose to hold an election instead. In an HOA the election procedures must conform to the requirements of the governing documents. In a condominium they must conform to the statutory election procedure, unless the association governs 10 units or fewer and has opted out of that process, in which case the bylaws control. How condo board elections work sets out that calendar, and it is a long one, which is a practical reason most boards appoint.

How long the appointee serves, and the answer most sources get wrong

This is the question boards ask second and the one the secondary sources muddle. The general not-for-profit corporation rule, Section 617.0809(3), provides that “the term of a director elected or appointed to fill a vacancy expires at the next annual meeting at which directors are elected.” That rule is widely quoted at associations, and for an association it is the wrong rule.

Both community association chapters say the opposite, and both say it plainly. Section 720.306(9)(c): “Unless otherwise provided in the bylaws, a board member appointed or elected under this section is appointed for the unexpired term of the seat being filled.” Section 718.112(2)(d)10.: “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.”

So the appointee inherits the seat, not a placeholder term. If the director who left had two years remaining on a three-year term, the appointee serves those two years and the seat comes up when it was always going to come up. On a staggered board this matters: putting the seat back on the ballot at the next annual meeting because Section 617.0809 says so would unstagger the board, and would do it for no statutory reason.

The bylaws can still change this, in either direction, because both sentences are qualified the same way. Check them, then follow whichever one applies.

Recall vacancies are a different track, and the two chapters diverge

A seat emptied by a recall is not filled under the sections above. Both chapters say so and both send you somewhere else. Here the chapters genuinely differ, and the difference turns on how many directors were removed.

Less than a majority removed, either chapter: the remaining directors fill the seat by majority vote. Section 720.303(10)(e) allows it “notwithstanding any provision to the contrary contained in this subsection or in the association documents,” which is unusual language and worth noticing. In this one situation the statute overrides your governing documents rather than deferring to them. The condominium provision, Section 718.112(2)(l)5., allows the same vote notwithstanding any contrary provision in that subsection.

A majority or more removed:the chapters part. In an HOA, Section 720.303(10)(e) provides that the vacancies “shall be filled by members voting in favor of the recall,” and that if the removal happened at a meeting, the members fill them at that meeting. The board does not appoint. In a condominium, Section 718.112(2)(l)5. sends the question to procedural rules adopted by the division, which govern both the recall election and how the association operates between the recall and that election, and those rules need not be consistent with the statute.

Recall procedure itself, including the board’s five-business-day duty to notice a meeting and certify or contest the recall, is its own subject and is not covered here.

The appointment is board action, so treat it like board action

Neither chapter sets a special notice period, deadline, or procedure for filling an ordinary vacancy. That is a verified absence, not an oversight on our part: there is no counterpart to the deadlines the statutes impose elsewhere. What does apply is the ordinary rule, because appointing a director is a decision made by the board at a meeting.

So the vacancy goes on a properly noticed agenda, the appointment is made by a recorded vote, and the minutes carry the name, the date, and the seat being filled. For an HOA that is an express duty: Section 720.303(3) requires that “a vote or abstention from voting on each matter voted upon for each director present at a board meeting must be recorded in the minutes.” The condominium chapter states no equivalent recording mandate, but Section 718.111(1)(b) presumes that a director present at the meeting assented to the action unless he or she voted against it or abstained, which makes the minutes the only place that presumption can be rebutted. Either way the minutes are what a member, a title company, or an arbitrator will look at later to decide whether the person casting votes on your board is actually on it. The notice rules a board meeting runs on covers the timing.

Whoever you appoint still has to be eligible

The eligibility bars do not disappear because the seat was filled by appointment rather than by ballot, but the statutory language is not uniform, and the difference is worth stating honestly.

The felony bar is written as a bar on membership. Section 720.306(9)(b) says a person convicted of a felony “may not seek election to the board and is not eligible for board membership unless such felon’s civil rights have been restored for at least 5 years.” The condominium provision likewise says such a person “is not eligible for board membership” on the same five-year restored-rights condition. Ineligibility for board membership reaches an appointee as squarely as it reaches a candidate.

One more condominium limit: in a residential condominium association of more than 10 units, co-owners of the same unit may not serve on the board at the same time unless they own more than one unit, or unless there are not enough eligible candidates to fill the vacancies.

The new director’s 90-day clock starts on the appointment date

This is the part boards forget, and it is the reason a vacancy is a compliance event and not just a staffing one. Both certification statutes are written to cover appointees in the same breath as candidates.

Section 720.3033(1)(a) requires that “within 90 days after being elected or appointedto the board, each director must submit a certificate of having satisfactorily completed the educational curriculum administered by a department-approved education provider.” The clock runs from the appointment, not from the next annual meeting, and a director who does not file in time is suspended until they comply.

Section 718.112(2)(d)5.b. sets a slightly different window for condominium directors: the written certification and the educational certificate must be submitted to the secretary “within 1 year before being elected or appointed or 90 days after the date of election or appointment.” So a condominium appointee who already completed the course within the past year is covered, and one who has not is on a 90-day clock from the appointment date. The same suspension applies for missing it.

Practically, that means the appointment and the education reminder are the same agenda item. The board that appoints someone in March and remembers the certification in the fall has already missed the window. The 90-day HOA certification deadline and the condominium certification requirements both cover what the new director owes.

If you get it wrong, the board’s decisions still stand

Boards worry that a botched appointment retroactively voids months of votes. It does not. Section 720.306(9)(b) provides that “the validity of any action by the board is not affected if it is later determined that a person was ineligible to seek election to the board or that a member of the board is ineligible for board membership.” Section 720.3033(1)(c) says separately that the failure to have the written certification or educational certificate on file “does not affect the validity of any board action.” The condominium version is narrower and worth quoting as it is written: Section 718.112(2)(d)3. provides that the validity of a board action is not affected if it is later determined that a board member is ineligible “due to having been convicted of a felony.” It does not extend that protection to every other kind of ineligibility.

The consequence runs to the seat, not to the minutes. Fix the seat, and do not go back and redo the votes.

The sequence, in the order it actually happens

Establish what created the vacancy, because a recall and a suspension are not ordinary vacancies. Read the bylaws, since both statutory defaults yield to them. If the bylaws are silent, put the appointment on a properly noticed board agenda and fill the seat by majority vote of the remaining directors, even if that is fewer than a quorum. Confirm the person you are appointing is eligible before the vote, not after. Record the name, the date, and the seat in the minutes. Then note the 90-day education deadline on the calendar the same day, and file the certificate in the official records when it arrives, where it is subject to the ordinary retention and inspection rules.

Related: how appointed service counts against the condominium term limit, what each officer actually does, and what the association owes a member who asks for the minutes.