Members' meetings

Common Elements summary — Section 617.0825 sets the default rules for member meetings of a Florida nonprofit corporation. It requires an annual meeting at the time fixed in the bylaws (and authorizes special meetings called by the board, by holders of at least 5% of the voting power, or as the bylaws otherwise allow). It also confirms that failing to hold an annual meeting does not invalidate the corporation or its acts — a small mercy for associations that miss a year. For HOAs and COAs, 617.0825 is the backstop when the declaration or bylaws are silent. Chapter 718.112 and 720.303 each impose their own meeting-notice and quorum overlays, but the basic right of members to demand a special meeting flows from this section. Practical tip for boards: if your bylaws are silent or ambiguous on who can call a special meeting, 617.0825 gives 5% of the voting power the right to call one. Trying to refuse a properly-petitioned special meeting because "the bylaws don't address it" is a losing argument.