Condominium Association Powers, Records, and Meetings

718.111 718.111 The association. — (1) CORPORATE ENTITY. — (a) The operation of the condominium shall be by the association, which must be a Florida corporation for profit or a Florida corporation not for profit. However, any association which was in existence on January 1, 1977, need not be incorporated. The owners of units shall be shareholders or members of the association. The officers and directors of the association have a fiduciary relationship to the unit owners. It is the intent of the Legislature that nothing in this paragraph shall be construed as providing for or removing a requirement of a fiduciary relationship between any manager employed by the association and the unit owners. An officer, a director, or a manager may not solicit, offer to accept, or accept a kickback. Any such officer, director, or manager who knowingly so solicits, offers to accept, or accepts a kickback commits a felony of the third degree, punishable as provided in s. 775.082 , s. 775.083 , or s. 775.084 ; is subject to a civil penalty pursuant to s. 718.501 (1)(e); and must be removed from office and a vacancy declared. However, this paragraph does not prohibit an officer, a director, or a manager from accepting services or items received in connection with trade fairs or education programs. An association may operate more than one condominium. (b) A director of the association who is present at a meeting of its board at which action on any corporate matter is taken shall be presumed to have assented to the action taken unless he or she votes against such action or abstains from voting. A director of the association who abstains from voting on any action taken on any corporate matter shall be presumed to have taken no position with regard to the action. Directors may not vote by proxy or by secret ballot at board meetings, except that officers may be elected by secret ballot. A vote or abstention for each member present shall be recorded in the minutes. (c) A unit owner does not have any authority to act for the association by reason of being a unit owner. (d) As required by s. 617.0830 , an officer, director, or agent shall discharge his or her duties 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 interests of the association. An officer, director, or agent shall be liable for monetary damages as provided in s. 617.0834 if such officer, director, or agent breached or failed to perform his or her duties and the breach of, or failure to perform, his or her duties constitutes a violation of criminal law as provided in s. 617.0834 ; constitutes a transaction from which the officer or director derived an improper personal benefit, either directly or indirectly; or constitutes recklessness or an act or omission that was in bad faith, with malicious …

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