Condo & HOA Board Governance Attorneys

Reviewed by Jason Hamilton Mikes, JD, MBA · September 23, 2026 · Florida Statutes as of July 1, 2026

Corporate Governance Counsel for Florida Community Associations

A community association is a corporation run by volunteers who did not choose to be corporate directors and who are, by statute, fiduciaries to their neighbors. Florida law tells those volunteers how to meet, how to vote, what they must disclose, what they may delegate, and when they may be removed, and it has added to the list in every recent session. Hamilton Mikes provides governance counsel to the boards of condominiums, homeowners associations, cooperatives, mobile home communities, clubs, and marinas throughout Southwest Florida: attending meetings when the agenda warrants it, advising officers between meetings, training new directors, and structuring decisions so that the record shows a board that followed the process. Good governance is the association's best defense in every dispute it will ever have.

The Legal Status of Directors and Officers

Most Florida associations are not-for-profit corporations under Chapter 617, and their directors owe the duties that statute imposes: to act in good faith, with the care an ordinary prudent person in a like position would reasonably believe appropriate under similar circumstances, and in a manner the director reasonably believes to be in the best interests of the corporation. Chapters 718, 719, and 720 add that officers and directors have a fiduciary relationship to the owners. In practice those duties mean informed decisions, made at properly noticed meetings, on the basis of the documents, the professionals' advice, and the association's records, without self-dealing.

Directors who meet that standard are protected. Florida courts apply the business judgment rule to association boards: a decision within the board's authority, made in good faith and reasonably, will not be second-guessed by a court even if owners disagree with it. Chapter 617 also shields volunteer directors from personal monetary liability except for breaches involving criminal conduct, improper personal benefit, recklessness, or bad faith. Directors' and officers' liability insurance covers the defense of most civil claims. The protection is procedural as much as substantive: a board that cannot show how it reached a decision cannot invoke the rule that protects decisions made properly.

Board Meetings

Board meetings must be open to owners and noticed by posting in a conspicuous place at least 48 hours in advance, with 14 days' mailed and posted notice when the board will consider a nonemergency special assessment or, for condominiums, an amendment to rules regarding unit use. Condominium boards of residential associations with more than ten units must meet at least once each quarter, and the agenda must give owners an opportunity to ask questions about the association's finances, records, and structural matters. Owners may speak on designated agenda items, subject to reasonable written rules, and may record the meeting. Only two subjects may be discussed in closed session: proposed or pending litigation, when the association's attorney is present, and personnel matters.

Directors may use email to share information but may not cast votes by email, and a gathering of a quorum to discuss association business is a meeting whether or not anyone calls it one. Since 2025, condominium boards may conduct meetings by video conference if the notice includes the hyperlink and a physical location where owners may attend and the meeting is recorded and kept as an official record; Chapter 720 has no parallel provision, so a homeowners association board that meets remotely relies on its bylaws and the general corporate statute, which permits directors to participate by any means through which all can simultaneously hear each other. Minutes must be kept for every board and membership meeting, must record each director's vote or abstention on every matter, and are official records open to owners.

Committees follow the board's rules when they exercise the board's power. A condominium committee that takes final action on behalf of the board or makes recommendations on the budget, and a homeowners association architectural committee that approves or disapproves work on a parcel, must give the same notice, meet openly, and keep minutes.

Officers, Terms, and Eligibility

Directors are elected by the members; officers are elected by the directors at the organizational meeting that follows. Chapter 718 specifies who may serve: a person delinquent more than 90 days in any monetary obligation to the association is not eligible, a person convicted of a felony is not eligible unless civil rights have been restored for at least five years, co-owners of a unit may not serve simultaneously unless the association has fewer candidates than seats, and an officer or director charged with certain crimes involving association funds is removed from office. Condominium director terms are two years where the bylaws so provide, and no condominium director may serve more than eight consecutive years unless approved by two-thirds of all votes cast in the election or too few eligible candidates run. Chapter 720 imposes no statutory term limit on homeowners association directors; the governing documents may.

Every new director must, within 90 days of election or appointment, complete the education curriculum the statutes now require and file the certificate with the association, which retains it as an official record. Condominium directors complete one hour of continuing education each year; homeowners association directors complete four or eight hours annually depending on the size of the community. A director who fails to comply is suspended from the board until the certificate is filed.

Chapter 718 and Chapter 720 regulate transactions between an association and its directors, officers, their relatives, and businesses they own or have a financial relationship with. The interested director must disclose the relationship in writing, the proposed contract must be listed on the meeting agenda and attached to the minutes, and the contract must be approved by the required vote of the disinterested directors, after which the members may cancel it by majority vote at the next regular or special meeting. For a condominium the interested director must leave the meeting during the discussion and vote, approval requires two-thirds of all other directors present, and an association may not hire an attorney who represents its management company (section 718.111(3)(f)); for a homeowners association the conflict must be disclosed at least 14 days before the vote. Soliciting or accepting a kickback from a vendor is a third-degree felony for condominium and homeowners association officers, directors, and managers alike, and the conflict disclosures must be posted on the association's website.

We prepare conflict-of-interest policies, annual director disclosure forms, and agenda language that satisfies the statute, and we review related-party proposals before they reach the board.

Elections, Recalls, and Contested Governance

Condominium elections follow the statutory 60-day, 40-day, and 14-day notice sequence, use secret ballots with inner and outer envelopes or a compliant electronic voting system, and require no quorum, only 20 percent of eligible voters casting ballots. Homeowners association elections follow the bylaws, subject to Chapter 720's notice and nomination rules. Recalls may be accomplished by written agreement of a majority of the voting interests or at a meeting called for that purpose, and the board must respond within five full business days by certifying the recall or filing a petition for arbitration. Election and recall disputes are among the most common association proceedings before the Division, and their procedures are unforgiving. We supervise contested elections, respond to recall petitions, and represent associations in Division arbitration.

The Relationship with Management

A licensed community association manager carries out the board's decisions; the board does not delegate the decisions themselves. Management contracts for condominiums must be in writing and specify the services, compensation, and frequency of performance the statute requires, and the manager's license and obligations under Chapter 468 are the association's protection. Recent legislation requires managers to attend at least one board or membership meeting in person each year, to return the association's official records within 20 business days after the contract ends, and to provide owners with the manager's name and contact information. We draft and negotiate management agreements, define the delegation of authority in writing, and step in when the relationship fails.

Communities We Serve

Condominium Association Governance

We advise the boards of Condominium Associations on Chapter 718 meetings, notice, elections and recalls, director eligibility and education, conflicts of interest, committees, officer duties, and the documentation of board decisions.

HOA Governance

We counsel Homeowners Associations on Chapter 720 board and committee procedures, the 2024 director education and conflict-of-interest requirements, architectural committee meetings, elections, recalls, and developer transition.

Cooperative Governance

We assist Cooperative Associations with Chapter 719 governance, including shareholder meetings, board procedures, and the approval decisions that cooperative boards make more often than other boards.

Mobile Home Community Governance

We advise Mobile Home Communities and their homeowners' associations on Chapter 723 committee rights, meetings with park owners, and the governance of resident-owned communities.

Private Club Governance

We counsel Country Clubs and Golf Communities on club boards and committees, membership meetings, equity member rights, officer authority, and the governance of clubs that are mandatory for community residents.

Marina Governance

We advise Marinas and Waterfront Communities on dock committees, slip allocation decisions, and the authority to adopt and enforce vessel and waterway rules.

Resort and Hospitality Governance

Boards of Timeshare Condominiums, Hotel Condominiums, and RV Resorts govern alongside developers, rental managers, and hospitality operators. We define the boundary between the board's authority and the operator's, and we structure meetings and disclosures for owners who live elsewhere most of the year.

Governance Across Multiple Entities

In layered communities, the questions are who decides, who pays, and who votes. We advise Master Associations, Sub-Associations, Multi-Condominium Associations, and Mixed-Use Developments on delegate voting, appointed directors, shared-facility committees, and the resolution of disputes between entities.

Frequently Asked Questions About Association Governance

What is the board's role?

The board manages the affairs of the corporation: adopting budgets and assessments, maintaining the common property, contracting for services, enforcing the documents, and making the decisions the declaration and statutes assign to it. Decisions the statutes or documents reserve to the members, such as most amendments, material alterations, and reserve waivers where still permitted, are not the board's to make.

Can the board delegate decisions to management?

The board may delegate the implementation of its decisions and routine operational authority within written limits, such as approving expenditures up to a stated amount or scheduling records inspections. It may not delegate the decisions the statutes assign to the board itself, and it remains responsible for supervising the manager.

How detailed should meeting minutes be?

Minutes record what was done, not what was said: the meeting's notice, attendance and quorum, each motion, each director's vote or abstention, and the disposition of each agenda item. They should reflect that the board considered the relevant information without transcribing the discussion. Minutes are official records open to owners and are retained permanently for condominiums under the 2024 amendments.

May directors discuss association business outside a noticed meeting?

Directors may exchange information by email and may speak individually, but a quorum of the board may not deliberate or decide association business outside a noticed meeting, and no director may vote by email. Group texts and reply-all threads among a majority of the board are the most common way associations violate the open-meeting requirement.

What should a board do when directors disagree?

Disagreement is healthy when it happens at the meeting and is recorded in the vote. Problems arise when dissenting directors act outside the board: communicating with vendors, owners, or counsel as if speaking for the association, or refusing to honor a decision properly made. We help boards adopt codes of conduct, define the president's authority to speak for the association, and, when necessary, address a director whose conduct exposes the association.

Can a director be removed for cause without a recall?

Only in the circumstances the statutes specify: failure to file the education certificate within 90 days, a delinquency of more than 90 days in monetary obligations to the association, a felony charge involving association funds, and similar statutory grounds. Otherwise directors are removed by recall or replaced at election. Governing documents may not add grounds for removal that the statutes do not permit.

Contact Hamilton Mikes

Contact Hamilton Mikes, P.A. at 239-594-7227 to arrange a board training session, a governance review, or counsel for a contested meeting. Related services: Regulatory Compliance, Governing Documents, Official Records, and Litigation and Alternative Dispute Resolution.

About this page. This page is published by Hamilton Mikes, P.A. for general educational purposes. It is not legal advice, it is not a legal opinion, and it is not a substitute for advice from a lawyer who has reviewed your association's governing documents and the facts of your situation. Reading it, downloading it, or corresponding with the firm about it does not create an attorney-client relationship. No such relationship arises until the firm and the client have signed a written engagement agreement. Please do not send confidential or time-sensitive information to the firm until a conflicts check has been completed and an engagement is confirmed in writing; information sent before that point may not be treated as privileged.

Scope and currency. This article addresses Florida law as applied to Florida community associations, and the firm is licensed to practice in Florida only. Nothing here should be taken as a statement of the law of any other jurisdiction. Florida's community association statutes have been amended in every regular session since 2021, and subsection numbering has moved more than once in that period. Each page states the edition of the Florida Statutes it was written against. The law may have changed after that date, an appellate court may have construed a provision differently, and an administrative rule or a local ordinance may impose requirements this page does not address.

Your governing documents control. Much of what governs a Florida association is not in the statutes at all. Declarations, articles of incorporation, bylaws, rules, plats and recorded amendments differ from community to community, and on many questions they set the rule while the statute sets only a floor or a default. A procedure that is correct in one association may be a breach of the documents in the association next door. No general page can tell you which is which for your community.

Why general information is not advice. Legal questions are resolved by applying the law to particular facts as a judge, jury, arbitrator or hearing officer finds them. An outcome that appears clear in the abstract frequently turns on the documents, the chronology, the board's own prior conduct, and the procedural posture, none of which a general page can anticipate. A lawyer supplies what information cannot: the judgment to identify which facts matter, the experience to know how a court or the Division is likely to treat them, the ability to choose among the courses of action actually available, and the advocacy to carry the association's position through negotiation, hearing or trial.

The standard of care, and the protection the statute attaches to counsel. A director of a Florida community association is held to the standard in section 617.0830, Florida Statutes: to act in good faith, in a manner the director reasonably believes to be in the best interests of the corporation, and to discharge the duties of the office with the care an ordinary prudent person in a like position would reasonably believe appropriate under similar circumstances. That standard is measured against the decision the board actually faced, on the record actually before it. The same statute supplies the protection that goes with the duty. Under section 617.0830(4) and (5)(b), a director who has no knowledge making reliance unwarranted is entitled to rely on information, opinions, reports and statements prepared or presented by legal counsel retained by the association as to matters the director reasonably believes are within counsel's professional competence. The Legislature has written the prudent course into the statute. A board that obtains advice on its own documents and its own facts, and acts on that advice, is standing on ground the statute expressly protects. Nothing on this website confers that protection. General information, however carefully prepared, is not advice on your declaration, your amendments, your board's history or your dispute, and a director who relies on it in place of counsel forgoes a statutory protection that was available for the asking.

Personal exposure is real. Service on an association board is usually uncompensated, but volunteer status is not itself immunity. Under section 617.0834, Florida Statutes, a director or an officer is not personally liable in monetary damages for a statement, vote, decision, or failure to act in that role unless two things are both true: the director or officer breached or failed to perform the duties of the office, and that breach was a violation of the criminal law, a transaction from which the director or officer derived an improper personal benefit, conscious disregard or willful misconduct in a proceeding brought by or in the right of the corporation, or recklessness or bad faith in a proceeding brought by anyone else. That protection turns on how the director acted, not on whether the director was paid. Chapters 718, 719 and 720 add consequences of their own, including removal from office, civil penalties assessed against the individual for certain willful and knowing violations, and in defined circumstances criminal liability. Whether any of that reaches a particular director depends entirely on the facts and on the director's conduct. The practical point is narrower and more useful: the decisions that generate this exposure — levying an assessment, enforcing a covenant, denying a transfer, withholding a record, entering a unit, terminating a contract, signing for construction work — are precisely the decisions on which general information is least adequate, and on which counsel costs least relative to what is at stake.

No guarantee; prior results. The firm makes no representation or warranty that the information on this page is complete, current or applicable to any particular matter, and disclaims liability to any person for any action taken or not taken in reliance on it. Any description of prior results does not guarantee or predict a similar outcome in any other matter; every case turns on its own facts, documents and record.

Do not act on this page alone. If your association faces a decision of consequence, obtain advice from a Florida-licensed attorney who has read your governing documents and the relevant record before the board votes, signs, sends or forecloses. Hamilton Mikes, P.A. represents community associations throughout Southwest Florida and can be reached at 239-594-7227.

Corporate Governance