Board of Directors

Per Florida Statute 718.112(2)(a)1, an association's Board of Administration shall be comprised of five members, unless the condominium has five or fewer units. The Board shall have a President, Secretary, Treasurer, (and optionally a Vice President), who shall perform the duties of such officers customarily performed by officers of corporations.

Here's Information on My Association's Board of Directors:

John Doe, President
Certification

 

John and his wife Susan live in Unit #G101 North. John previously held the position of Treasurer and has been a board member for 10 years.  His prior board and business management experience makes him uniquely qualified for this key position.

Amy Johnson, Vice President
Certification

Amy and her husband Carl live in unit H505 North and are long-term residents of My Condominium Association. Amy brings a wealth of technology and business management expertise to her position.  She head several important committees including Rules and Social.

Susan Beach, Secretary
Certification

Susan is a recent recruit to the Association's Board. She, and her husband  Frank, live in Unit #E604 South. Susan has outstanding literary skills having authored several books.  She leads our owner communication efforts, publishing our monthly newsletter.

Dave Smith, Treasurer
Certification

Dave and his wife Sara live in Unit #F750 South. Dave has an extensive financial background, having worked at several major banks before recently retiring and moving to Jupiter. He prepares the Association's budgets and monthly financial reports, and he leads the Financial Committee.

Steve Brown, Director
Certification

Steve lives in Unit #F2 Villas, and has served on the boards of several Florida associations.  He is knowledgeable in Florida Statutes and has participated in our recent update of the Association's governing documents.

Board Member Qualifications

All association members are eligible to serve on the board of directors with few exceptions.

Per FL Statute 718.112(2)(d)2.,  In a residential condominium association of more than 10 units, the following individuals may not serve as members of the board of directors:

  1. Co-owners of a unit may not serve at the same time unless they own more than one unit or unless there are not enough eligible candidates to fill the vacancies on the board;
  2. A person who has been suspended or removed by the division;
  3. A person who is delinquent in the payment of any monetary obligation due to the association; and
  4. A person who has been convicted of any felony in this state or in a United States District or Territorial Court, or who has been convicted of any offense in another jurisdiction which would be considered a felony if committed in this state, unless such felon’s civil rights have been restored for at least 5 years as of the date such person seeks election to the board.

Board Director Performance Standards

Florida Statute 617, the Not for Profit Corporation Act, defines general standards for Board Directors as follows (Section 617.0830):
(1) A director shall discharge his or her duties as a director, including his or her duties as a member of a committee:
    • In good faith;
    • With the care an ordinarily prudent person in a like position would exercise under similar circumstances; and
    • In a manner he or she reasonably believes to be in the best interests of the corporation.
(2) In discharging his or her duties, a director may rely on information, opinions, reports, or statements, including financial statements and other financial data, if prepared or presented by:
    • One or more officers or employees of the corporation whom the director reasonably believes to be reliable and competent in the matters presented;
    • Legal counsel, public accountants, or other persons as to matters the director reasonably believes are within the persons’ professional or expert competence; or
    • A committee of the board of directors of which he or she is not a member if the director reasonably believes the committee merits confidence.
(3) A director is not acting in good faith if he or she has knowledge concerning the matter in question that makes reliance otherwise permitted by subsection (2) unwarranted.

(4) 
A director is not liable for any action taken as a director, or any failure to take any action, if he or she performed the duties of his or her office in compliance with this section.

Desired Board Member Skills & Qualities

To be most effective in serving an association, the following skills and experience are important:

  • Management and leadership experience, especially in diverse settings;
  • Willingness to put personal interests aside and serve the needs of the community;
  • Negotiation and conflict resolution skills;
  • Financial management skills, including accounting, budgeting and bookkeeping;
  • Communication and customer relation skills;
  • Research, decision analysis, and problem-solving skills; and
  • Ability to understand and apply Florida statutes and association governing documents.

Board Member Termination

Per FL Statute 718.111(12)(f), An outgoing board or committee member must relinquish all official records and property of the association in his or her possession or under his or her control to the incoming board within 5 days after the election. The division shall impose a civil penalty as set forth in s. 718.501(1)(d)6. against an outgoing board or committee member who willfully and knowingly fails to relinquish such records and property.

Recall of Board Members

Per Florida statute 718.112(2)(J), any board member may be recalled and removed from office with or without cause by the vote or agreement in writing by a majority of all the association’s voting interests.

  • Recall at a special owners meeting. A special meeting of the unit owners to recall a member or members of the board may be called by 10 percent of the voting interests stating the meeting purpose and giving notice as required for a unit owner meeting. Electronic transmission may not be used for this notice. If the recall is approved, the board will hold a board meeting within 5 full business days after adjournment of the unit owner meeting to verify that the recall is valid.
  • Recall by an agreement in writing. The agreement or a copy of it is to be served on the association by certified mail or by personal service. The board will hold a board meeting within 5 full business days after receipt of the agreement in writing to verify that the recall is valid.

Recalls are effective at the conclusion of the board meeting. If the board fails to duly notice and hold a board meeting within 5 full business days after adjournment of the unit owner recall meeting or after being served an agreement in writing, the recall shall be deemed effective.

A recalled member must turn over to the board, within 10 full business days after the recall vote, all records and property of the association in their possession.

Petitions, disputing the recall results, can be filed by a unit owner representative or the recalled board member:

  • Unit owner petition. If the board fails to hold the required meeting or determines that the recall is not valid, the unit owner representative may file a petition pursuant to statute 718.1255 (dispute resolution) challenging the board’s failure to act or challenging the board’s decision on validity. The petition must be filed within 60 days after expiration of the applicable 5-full-business-day period. The review of a petition is limited to the validity of the written agreement or ballots filed.
  • Recalled board member petition. A board member who has been recalled may file a petition pursuant to statute 718.1255 challenging the validity of the recall. The petition must be filed within 60 days after the recall. The association and the unit owner representative shall be named as the respondents. The petition may challenge the validity of the written agreement or ballots filed or compliance with the procedural requirements for the recall. If the arbitrator determines the recall was invalid, the petitioning board member is immediately reinstated, and the recall is null and void. A board member who is successful in challenging a recall is entitled to recover reasonable attorney fees and costs from the respondents. The arbitrator may award reasonable attorney fees and costs to the respondents if they prevail, if the arbitrator makes a finding that the petitioner’s claim is frivolous.

The division may not accept for filing a recall petition when there are 60 or fewer days until the scheduled reelection of the board member sought to be recalled or when 60 or fewer days have elapsed since the election of the board member sought to be recalled.

If less than a majority of the board members are removed, the vacancy may be filled by the affirmative vote of a majority of the remaining directors. If a majority or more of the board members are removed, the vacancies are filled in accordance with division procedures governing the conduct of the recall election and operation of the association during the period after a recall but before the recall election.

Please click on the following link for a copy of the DBPR recall guide: DBPR Recall Guide

Position Descriptions

President – The President of the Association is vested with all the powers generally given to the chief executive officer of a corporation.

Secretary – The Secretary is responsible for keeping and maintaining a record of all meetings of the board and the membership and is the custodian for most of the official records of the Association.

Treasurer – The Treasurer is the custodian of the funds, securities and financial records of the Association.

Vice President – The Vice President exercises the powers and performs the duties of the President in the absence or disability of the President.

Board Member Standards

* GENERAL STANDARDS: Shall undertake only those responsibilities and assignments that he/she can reasonably expect to perform with professional competence. Shall exercise due professional care in the performance of his/her duties.

* INTEGRITY AND OBJECTIVITY: May not knowingly make an untrue statement of a material fact or knowingly fail to state a material fact in order to achieve any measure of personal gain. All decisions and representations must be made with the best interests of the Association in mind.

* CONFLICTS OF INTEREST: May not use his/her position to enhance his/her own financial status through recommendation of vendors, suppliers, or contractors. Any situation that may appear as a conflict of interest must be disclosed in writing to the Board of Directors.

* GRATUITIES: Must discourage the acceptance of gifts, entertainment, or other favors from existing or prospective clients, contractors, vendors, or suppliers. Cash gifts of any amount are unacceptable.

* USE OF ASSOCIATION FUNDS: May not use any funds being held for Association business for personal use.

* RELATED ENTITIES: Must disclose any engagement of a company or individual related to any member of the Board of Directors in any way. This disclosure must be made in writing and approved by the Association for the board member to remain active.

* LIMITATIONS OF PRACTICE: If engaged in the practice of another profession, shall not perform such other services for the Association while serving as a board member, if the performance of such services is likely to result in a conflict of interest, real or perceived.

* ATTENDANCE AT BOARD MEETINGS: Any member who misses three consecutive meetings of the Board of Directors will be removed from the Board.

Questions for Board Member Evaluation

You may want to consider the following questions when evaluating the performance of your Board members.

Will the Board member:
  • Fulfill his/her fiduciary duties in the best interests of the community?
  • Be a good steward of your quarterly maintenance fees?
  • Fully disclose the issues that he/she is reviewing and discussing with other board members?
  • Seek owner input on all important matters and major decisions?
  • Establish committees and other methods to obtain owner input?
  • Communicate regularly using various methods – newsletters, meetings, website, email, etc?
  • Provide complete transparency regarding the association's finances?
  • Refuse to spend money on unnecessary lawsuits or other personal agenda items?
  • Rigorously follow Florida statutes and the governing documents of the association?
  • Thoroughly analyze, challenge and negotiate vendor contracts, obtaining alternate bids with various cost structures?
  • Refuse to take positions that pit owner against owner and cause dissent in the community?
  • Encourage events that foster neighborliness and a sense of community?

Board Director Behavior

The Model Code of Ethics, published by the Community Associations Institute (CAI), says that Board Members should:
  • Strive at all times to serve the best interests of the association as a whole regardless of their personal interests;
  • Use sound judgment to make the best possible business decisions for the association, taking into consideration all available information, circumstances and resources;
  • Act within the boundaries of their authority as defined by law and the governing documents of the association; and
  • Perform their duties without bias for or against any individual or group of owners or non-owner residents.

Major Board Member Activities

√  Regular Board Meetings (Agendas, Scripts & Minutes)
√  Annual Budget Preparation (Incl. Committee & Board Meetings)
√  Monthly Financial Review/Reporting (Incl. Check Signing)
√  Annual Owners Meeting (Correspondence, Presentations, Election and Organizational Meeting)
√  Newsletters & Special Announcements/Updates
√  Project Management of Construction Projects
√  Owner Correspondence & Follow up
√  Vendor Meetings/Interface (Incl. Insurance Review/Allocations)
√  Attorney Interface (Litigation, Contracts, Delinquencies, etc.)
√  Auditor Interface (Records, Procedures, Fraud Inquiry)
√  Property Manager Performance Review and Staff Compensation
√  Regular (Weekly?) Property Manager Task Reviews
√  Property/Unit Inspections (Damage/Fault Assessments)
√  Decisions Regarding Priorities and Expenditures
√  Association Website Maintenance

Board Member Certification

Per FL Statute 718.112(2)(d)4b,  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:

    1. Has read the association’s declaration of condominium, articles of incorporation, bylaws, and current written policies;
    2. Will work to uphold such documents and policies to the best of his or her ability; and
    3. 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. The written certification or educational certificate is valid and does not have to be resubmitted as long as the director serves on the board without interruption. A director who fails to timely file the written certification or educational certificate is suspended from service on the board until he or she complies with this sub-subparagraph.

The secretary shall cause the association to retain a director’s written certification or educational certificate for inspection by the members for 5 years after a director’s election or the duration of the director’s uninterrupted tenure, whichever is longer. Failure to have such written certification or educational certificate on file does not affect the validity of any board action.