1: Act Responsibly**
In the context of a Florida condo HOA, it’s crucial to adopt a responsible approach when serving on the board. Under Florida state law, the homeowners or condominium association you are part of is legally categorized as a non-profit entity. This designation effectively means that when you assume the role of a board member, you are taking on a new job. Like any job, it demands dedication, time, and energy to further the association’s mission and objectives. In this case, your “employer” is the association, representing the entire community.
Should you accept a board position, you must be prepared to allocate a portion of your time to serve the association’s interests. Balancing your personal responsibilities with board member duties, attending all board meetings, and being available for emergencies are part of the commitment.
Florida law delineates several legal principles guiding the “duties” of a board member:
- Fiduciary Duty:You have a responsibility to act in the best interests of the association, demonstrating the highest levels of honesty and loyalty.
- Duty of Confidentiality:Board decisions must remain confidential both during and after your term of service.
- Duty of Loyalty: It’s imperative to refrain from leveraging your position for personal gain at the association’s expense.
- Duty of Ordinary & Reasonable Care (Business Judgment Rule):** Perform your duties in good faith, exercising the same care that an ordinary prudent person would in a similar situation.
- Follow the Hierarchy of Law and Governing Documents
Board members for Florida condo HOAs are expected to possess expertise in the association’s governing documents. Your fellow residents will look to you for guidance, and there will be significant pressure on you to adhere to these rules, as your actions set the standard for the entire community.
In light of this, it’s crucial that your board member code of conduct explicitly states that your decisions and actions are subject to all federal and state statutes, as well as the association’s platting documents, the Declaration (often referred to as CC&R’s), articles of incorporation, bylaws, and other resolutions mandated by the board. Staying within these parameters will safeguard you from overstepping your authority.
Avoid Liability
The most effective means of mitigating potential risks and liability is to ensure that your code of conduct outlines procedures for disclosing and avoiding conflicts of interest. It’s important to remember that you can be held personally responsible for your actions as a board member.
A conflict of interest occurs when a board member’s personal interests, such as family, friends, finances, or social factors, could compromise their judgment, decisions, or actions.
Such conflicts can arise at any time during board deliberations. A responsible board member will promptly disclose any conflicts of interest and abstain from participating in decisions related to those conflicts. “Recusing” oneself is the formal process of excusing oneself from a decision due to a conflict of interest.
For example:
Suppose the association is soliciting bids for a contract to service and repair the community’s three pools. The board vice president has a brother-in-law who owns a pool maintenance company and has submitted a bid for the contract.
In this case, the vice president should immediately disclose the familial relationship, recuse himself from the decision-making process regarding the contract, and ensure that both the disclosure and recusal are documented in the board meeting minutes where the bids were discussed.
Maintain Confidentiality
We are living in an era of information overload where people often share an abundance of information, both in person and online. Nevertheless, there are certain details that must remain confidential once you assume the role of a board member in a Florida condo HOA.
Why is it imperative that your code of conduct enforces the maintenance of confidentiality? First and foremost, privacy laws must be adhered to, and your board should never disclose personally identifying information (PPI) except in private communications with the individuals concerned or in the course of business with your management company. Additionally, certain business-related information, such as accounting details, is exclusively accessible to board members. Sensitive matters, including litigation proceedings, delinquencies, and disciplinary hearings, are also considered confidential and should never be discussed outside of executive sessions during board meetings.
As a board member, your visibility within the community is likely to increase. Consequently, you may find yourself in situations where a resident wishes to discuss association matters informally, whether on the sidewalk while taking out the trash or during community events with your family. It’s imperative that you fully comprehend your code of conduct to ensure both your and the association’s protection. Anything you disclose as a board member may be subject to future legal action, so exercising caution in your communication is essential. Your confidentiality clause should clearly outline how confidential matters are handled, both in face-to-face interactions and in online communications.