Board Member Duties: What a Florida Association Director Owes, and Where Personal Exposure Starts

Jason Hamilton Mikes, JD, MBA
Founder & Managing Shareholder

• Guide
• Published September 26, 2026
• Reviewed by Jason Hamilton Mikes, JD, MBA, September 26, 2026
• Florida Statutes as of July 1, 2026
• Applies to: Condominiums · HOAs · Cooperatives

Directors are volunteers, and the law does not hold a volunteer to a professional's standard of judgment. It does hold you to a standard of process. A board that reads the packet, asks the questions, takes the advice it needs and records what it did is very hard to second-guess. A board that decides in a hallway and writes it up later is not. This is the one-page version.

Print this and keep it in the front of your board binder. The citations are there so a director can check a statement against the statute rather than take it on faith.

The standard you are held to

• Understand that officers and directors have a fiduciary relationship to the owners the association serves. That is the statutory description in all three chapters.§ 718.111(1)(a); § 719.104(9)(a); § 720.303(1)
• Understand that the same statutes apply the nonprofit corporation standard for directors to you.§ 617.0830, applied by § 718.111(1)(a), § 719.104(9)(a) and § 720.303(1)
• Act in good faith and in a manner you reasonably believe is in the best interests of the corporation.§ 617.0830(1)
• Discharge your duties with the care an ordinary prudent person in a like position would reasonably believe appropriate under similar circumstances.The standard is what a prudent person in your position would do, not what an engineer or a lawyer would do. It is a standard of diligence, not of expertise.§ 617.0830(2)
• Remember that your duty runs to the association and its members as a whole, not to the owners in your building, not to the people who voted for you, and not to the owner who is unhappy about a fine.

The business judgment rule, and what it does not cover

• Rely on information, reports and statements from officers and employees the board reasonably believes are reliable and competent.§ 617.0830(4), (5)(a)
• Rely on counsel, accountants, engineers and other professionals as to matters the board reasonably believes are within their competence.This is the practical core of the protection. A board that hired a reserve specialist and followed the study is defending a process. A board that guessed is defending a guess.§ 617.0830(4), (5)(b)
• Rely on a board committee as to matters within its designated authority, where the board reasonably believes the committee merits confidence.§ 617.0830(4), (5)(c)
• Rely on the performance of a function the board has delegated — to the manager, a committee or a professional — where the delegation was proper and nothing you know makes reliance unwarranted.Delegation and reliance are two different protections in two different subsections. A board that hands day-to-day enforcement to the manager is relying on performance; a board that reads the manager’s report is relying on information.§ 617.0830(3)
• Do not rely on any of the above if you have knowledge that makes the reliance unwarranted.If the engineer's report contradicts what three owners have told you they saw, reliance is no longer reasonable until you ask.§ 617.0830(3), (4)
• Understand what the rule does not reach: a decision the board had no authority to make, a decision made without the notice the statute requires, a self-dealing decision, or no decision at all. Deference protects judgment, not the absence of it.

The duty of care, in practice

• Read the packet before the meeting, including every contract you are being asked to approve.
• Attend. A director who misses meetings is not exercising judgment, and an absent director's name still appears on the board.
• Ask the question you have, at the meeting, before the vote. If the answer is not in the room, move to defer rather than approve on assurance.
• Get professional advice on anything structural, financial or legal before you vote on it, and get it in a form the board can keep.An oral opinion you cannot produce two years later protects nobody.
• Vote. Abstaining to stay out of an argument is not neutrality; it is a failure to do the job you were elected to do. Abstain when you have a conflict, not when the topic is uncomfortable.
• Make sure the record shows what the board relied on. The reserve study, the bid tabulation and counsel's memorandum are the evidence that the process happened.Our board decision documentation worksheet captures this at the time rather than afterward.
• Expect your individual vote or abstention on each item to be recorded in the minutes.§ 718.111(1)(b)

Confidentiality and privilege

• Treat counsel's advice to the board as privileged and circulate it only to directors.Forwarding a legal memorandum to an owner, a spouse or a vendor can waive the privilege for the whole association, not just for you.
• Do not discuss the substance of a closed attorney-client session outside the room.Closed sessions are limited to attorney-client discussion of proposed or pending litigation and to personnel matters
• Keep personnel information, owner medical information, owner financial information and records exempt from inspection out of general conversation.§ 718.111(12)(c); § 719.104(2)(c); § 720.303(5)(g)
• Do not tell an owner what another owner owes, or what the board is considering about that owner's file.
• Use the association e-mail address for association business and keep it separate from your personal account.Whether a message is an official record turns on what it says and what it does, not on the account it was sent from. A litigation hold can reach your personal account and your phone.See board e-mail and text messages

Conflicts of interest

• Disclose any activity that may reasonably be construed to be a conflict of interest, in writing, before the board discusses it.§ 718.3027(1); § 720.3033(2); § 617.0832
• Assume the rule reaches your relatives. In the condominium chapter and in § 468.4335, a relative is a relative within the third degree of consanguinity by blood or marriage.§ 718.3027(6); § 468.4335
• Let the disinterested directors decide. In a condominium, approval requires an affirmative vote of two-thirds of all other directors present; in an HOA, two-thirds of the directors present.The two chapters do not phrase the denominator the same way. Count it the way your chapter phrases it.§ 718.3027(2); § 720.3033(2)
• Leave the room. A condominium director or officer with a conflict may attend and make a presentation, and must then leave during the discussion and the vote; the attendance still counts toward the quorum.§ 718.3027(4)
• Never accept a kickback. An officer, director or manager may not solicit, offer to accept, or accept a kickback, and a violator is removed from office.The narrow exception is food consumed at a business meeting worth less than $25 per person.§ 720.3033(3); § 718.3027
• Work through our director conflict of interest checklist before a conflicted transaction is voted on, not after.

You have authority only as a board

• Understand that an individual director has no authority to bind the association. The board acts at a properly noticed meeting, by vote, as a body.A director who tells a vendor to start work has not hired the vendor. He has created an argument about whether the association has to pay.
• Do not promise an owner an outcome, a waiver or a variance. Tell the owner the board will consider it.
• Do not direct the manager or a vendor individually unless the board has delegated that authority and the delegation is in the minutes.
• Do not gather votes by e-mail or text between meetings. A decision reached outside a noticed meeting is not a board decision, and the e-mail thread is discoverable.Circulating information is fine. Counting heads is not.
• Keep committee work inside the committee's charter, and remember that a committee taking final action or making a budget recommendation follows the board meeting rules.

What the president can and cannot do

• Presiding is not deciding. The president runs the meeting; the board decides.
• Check the bylaws for the president's actual authority, including any spending authority and any authority to sign. If it is not there, it does not exist.
• Treat emergency authority as narrow and temporary. Ask counsel before acting on it, and put the action on the next agenda.Emergency powers: § 718.1265; § 719.128; § 720.316
• Do not let the president be the association's only point of contact with counsel, the manager or the insurer. A board that hears everything through one person is not a board.Where directors disagree, our page on board disagreements covers the procedural fixes.
• Remember that the president has one vote, and that the minutes record it like everyone else's.§ 718.111(1)(b)

Personal exposure, and its limits

• Understand the general rule: a director or officer is not personally liable for monetary damages for an action or omission in that capacity, subject to stated exceptions.§ 617.0834(1)
• Know the exceptions. Protection is lost for a violation of criminal law unless the director had reasonable cause to believe the conduct was lawful, and for a transaction from which the director derived an improper personal benefit, directly or indirectly.§ 617.0834(1)(b)
• Know the remaining exception: recklessness, or an act or omission in bad faith or with malicious purpose or in a manner exhibiting wanton and willful disregard of human rights, safety or property.§ 617.0834(1)(b)
• Understand that a transaction fair to the corporation when authorized, approved or ratified is not an improper personal benefit.§ 617.0834(2)
• Understand that a director or officer charged by information or indictment with certain crimes is removed from office, and may be reinstated if the charge is resolved without a conviction.§ 718.111(1)(d); § 720.3033(4)
• Confirm the association carries directors and officers coverage, read what it excludes, and confirm it is renewed. D&O policies commonly exclude intentional acts, fines and penalties, and sometimes discrimination claims.Ask the agent specifically whether defense costs are inside or outside the limit. Inside-the-limit defense costs can consume the coverage before a claim is resolved.
• Confirm the association's indemnification provision in the bylaws, and whether it is mandatory or permissive.

Contact Hamilton Mikes

Hamilton Mikes advises Southwest Florida boards on director duties, conflicts, privilege and the coverage that stands behind a board decision, and defends boards when a decision is challenged. Call 239-594-7227 or visit our Corporate Governance page.