If you are running for the Board of Directors of your association, you should be aware that Florida law contains extensive rules governing how a condominium association should be operated. Since this the laws are extensive, you should familiarize yourself with them, especially those that personally involve each director.Following are a few provisions of the law which you should be aware of prior to running for the board:1. All officers and directors of the association have a fiduciary relationship to the unit owners.
2. An officer, director, or manager may not solicit, offer to accept, or accept anything or service of value for which consideration
has not been provided for his or her own benefit or that of his or her immediate family, from any person providing or
proposing to provide goods or services to the association. Anyone violating this rule is subject to a civil penalty. This does not
prohibit the acceptance of services or items received in connection with trade fairs or education programs.
3. Within 90 days after being elected or appointed to the board, each newly elected or appointed director shall certify in writing to
the secretary of the association that he or she has read the association’s declaration of condominium, articles of incorporation,
bylaws, and current written policies; that he or she will work to uphold such documents and policies to the best of his or her
ability; and that he or she will faithfully discharge his or her fiduciary responsibility to the association’s members. In lieu of this
written certification, within 90 days after being elected or appointed to the board, the newly elected or appointed director may
submit a certificate of having satisfactorily completed the educational curriculum administered by a division-approved
condominium education provider within 1 year before or 90 days after the date of election or appointment.
4. Any member of the board may be recalled and removed from office with or without cause by the vote or agreement in writing
by a majority of all the voting interests. Florida Statutes, Chapter 718.112, a director or officer more than 90 days delinquent
in the payment of any monetary obligation due the association shall be deemed to have abandoned the office, creating a
vacancy in the office to be filled according to law.
5. A person who has been suspended or removed by the division under this chapter, or who is delinquent in the payment of any
monetary obligation due to the association, is not eligible to be a candidate for board membership and may not be listed on the
6. A director or officer charged by information or indictment with a felony theft or embezzlement offense involving the
association’s funds or property must be removed from office, creating a vacancy in the office to be filled according to law
until the end of the period of the suspension or the end of the director’s term of office, whichever occurs first. While such
director or officer has such criminal charge pending, he or she may not be appointed or elected to a position as a director or
officer. However, if the charges are resolved without a finding of guilt, the director or officer shall be reinstated for the
remainder of his or her term of office, if any.
Please note that the association should carry directors and officers (“D&O”) liability insurance. Every director and officer of a homeowner association board has personal responsibility for association business. The basic purpose of D&O insurance is to protect directors and officers from claims made because of wrongful (or allegedly wrongful) acts or omissions made while acting in their individual or collective capacity on behalf of the homeowners association. Officers and directors may have personal liability in numerous ways, for example:
- Libel or slander
- Self-dealing or receiving personal gain during performance as director or officer
- Making decisions based on inadequate information and inadequate investigation
- Conflict of interest
- Negligent attendance to association matters
- Disregarding governing documents, statutory or regulatory requirements
- Inadequate supervision of officers or employees
The above list is contains only a few examples of potential personal liability for a Director, and we recommend that associations always carry D&O insurance and be aware of the exclusions. Boards of Directors are often faced with issues that require a legal opinion as to the effect of Florida Statutes and/or governing documents and consultation with an attorney will be necessary. Please contact our office for a consultation on any questionable issues.