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BOARD MEMBER CODE OF CONDUCT

Florida HOA — Model Template

⚠️ Read before you adopt this

This template is general information, not legal advice, and it has not been reviewed by an attorney for your association.

Have a Florida community association attorney review it before your board adopts it. That review is not a formality. Every association's Declaration, Articles, and Bylaws are different, and those documents control where they conflict with anything below. A provision that is routine in one community can be unenforceable — or actively harmful — in another.

This template reflects Florida law as of the date shown above. Florida community association law has been amended in nearly every legislative session since 2022. Confirm the current text of any statute cited here at flsenate.gov before relying on it.

No attorney-client relationship is created by downloading or using this document. HOA Guide Florida is not a law firm and does not provide legal advice.

[ASSOCIATION NAME], INC. Adopted by resolution of the Board of Directors on ______________

1. Purpose

This Code of Conduct sets the standards of behavior that the Board of Directors of [Association Name] expects of its members. It is adopted as a policy of the Board.

This Code supplements — and does not replace or limit — the duties imposed on directors and officers by Chapter 720, Florida Statutes, by Chapter 617, Florida Statutes, and by the Association's Declaration, Articles of Incorporation, and Bylaws. Where this Code conflicts with any of those, those control.

2. Standard of conduct

Each director shall discharge their duties:

a. in good faith; b. with the care an ordinarily prudent person in a like position would exercise under similar circumstances; and c. in a manner the director reasonably believes to be in the best interests of the Association.

Each director shall review meeting materials in advance, ask questions where information is incomplete, and base decisions on the best information reasonably available.

3. Conflicts of interest

a. Disclosure. A director shall disclose to the Board any activity that may reasonably be construed as a conflict of interest no later than fourteen (14) days before voting on the matter or before the Association enters into the contract or transaction concerned. Directors are encouraged to disclose earlier, and to disclose in cases of doubt.

b. Scope. A conflict of interest includes any circumstance in which a director, a member of a director's immediate family, or an entity in which a director holds a financial interest or serves as an officer or director, stands to benefit from a decision, contract, or transaction of the Association.

c. Recusal. A director who has disclosed a conflict shall not participate in Board deliberation on the matter and shall abstain from voting. The recusal and the reason shall be recorded in the minutes.

d. Approval of conflicted transactions. Any contract or transaction between the Association and a director, or an entity in which a director is an officer, director, or financially interested, requires approval by an affirmative vote of two-thirds of the directors present, and shall be disclosed to the membership as required by law.

4. Prohibition on kickbacks

No director shall solicit, offer to accept, or accept any thing or service of value, for the director's benefit or for the benefit of a member of the director's immediate family, from any person or entity providing or proposing to provide goods or services to the Association, where consideration has not been provided for it.

Directors acknowledge that this conduct is prohibited by §720.3033, Florida Statutes, and that the statute provides for criminal penalties as well as removal from office where the Board finds a violation.

Adopting board: §720.3033 sets out the specific consequences, including the degree of offense and the Board's obligation on making a finding. Read the current statute text and have counsel advise on how the Board should handle a suspected violation before one arises. Do not rely on this paragraph as a statement of your exposure.

5. Confidentiality

a. Directors shall maintain the confidentiality of all matters discussed in properly closed sessions of the Board, and of all attorney-client privileged communications, indefinitely and after leaving office.

b. The attorney-client privilege belongs to the Association. No director may waive it individually or share privileged material with any member, vendor, or third party.

c. Directors shall protect the personal information of members that comes to them in their capacity as directors, and shall use it only for Association purposes.

6. Speaking for the Association

a. Only the President, or a person the Board has designated, may speak on behalf of the Association or the Board.

b. A director who disagrees with a Board decision may state that disagreement in the meeting and have it recorded in the minutes. Once a decision is made, directors shall not undermine it publicly.

c. No director shall promise any member an outcome that the Board has not approved.

d. No individual director shall direct the work of Association vendors, contractors, or employees, except as expressly authorized by the Board.

7. Conduct toward members and each other

Directors shall:

a. treat members, fellow directors, committee members, vendors, and management professionals with courtesy and respect; b. not engage in harassment, intimidation, personal attacks, or retaliation; c. apply the Association's rules consistently and without favoritism; and d. avoid conduct that would give a reasonable member the impression that decisions are made outside properly noticed meetings.

8. Use of Association resources

Directors shall not use Association funds, property, staff, vendors, or membership lists for personal benefit or for any purpose not authorized by the Board.

9. Records

Directors shall support the Association's compliance with its records obligations under Chapter 720, Florida Statutes, and shall not obstruct, delay, or discourage a member's lawful request to inspect Association records.

Records requests shall be responded to within 10 business days after the Association's receipt of a written request, as required by §720.303(5)(a), Florida Statutes, and the Board shall treat that period as a deadline rather than a target.

Adopting board: failure to provide access within 10 business days of a written request sent by certified mail creates a rebuttable presumption that the Association willfully failed to comply, and exposes the Association to minimum damages beginning on the 11th business day. Confirm this period is current at flsenate.gov before adopting — Chapter 720 is amended frequently.

10. Committees

The Board may extend this Code to members of committees appointed by the Board. Committee members serving on architectural review, fining, or other committees exercising delegated authority [shall / shall not] be required to acknowledge this Code.

[Choose one when adopting.]

11. Breach

a. A director who becomes aware of a possible breach should raise it with the President, or with the Vice President where the President is involved.

b. The Board may address a breach by discussing it with the director, recording the breach in the minutes, removing the director from officer positions or Board-appointed committees, or limiting the director's participation in matters where the breach creates risk for the Association.

c. This Code does not authorize the Board to remove a director from the Board. Removal of directors is governed by Chapter 720, Florida Statutes, and the Association's governing documents.

d. Where a possible breach may also constitute a violation of statute, the Board shall consult Association counsel.

12. Adoption, term, and amendment

a. This Code is adopted by resolution of the Board at a properly noticed Board meeting.

b. This Code shall be reviewed and re-adopted annually following the Association's annual election, and each director shall sign an acknowledgment upon taking office.

c. This Code may be amended by the Board at any properly noticed Board meeting.

ACKNOWLEDGMENT

I have received and read the Board Member Code of Conduct of [Association Name], Inc. I agree to be bound by it during my service as a director.

Signing this acknowledgment is not a condition of holding office.

Director name: _______________________________

Signature: __________________________________

Date: ______________________________________

Before your board adopts this

This template is a starting point, not a finished policy. Three things to do first:

  1. Have a Florida community association attorney review it against your Declaration, Articles, and Bylaws. This template has not been reviewed by an attorney for your association, or for any association.
  2. Confirm every statute reference is current at flsenate.gov. Florida community association law changes nearly every legislative session.
  3. Resolve the bracketed choices — section 10 requires the Board to decide whether committee members are covered.

This template is general information and is not legal advice. Associations vary and governing documents control. No attorney-client relationship is created by downloading or using this document. HOA Guide Florida is not a law firm.