HOA Board Code of Conduct Template (Florida)

Most HOA board conflicts don't start with a legal violation. They start with a director forwarding an executive session email to a friend, or voting on a landscaping contract without mentioning their brother-in-law owns the company. By the time it becomes a legal problem, it's already a community problem.

A code of conduct is how a board sets expectations before that happens. It isn't required by Florida law, and it isn't enforceable the way your covenants are — but it does something the statutes can't. It gets nine volunteers to agree, in writing and in advance, on how they'll behave when things get difficult.

What a code of conduct can and can't do

Start here, because this is where boards get it wrong.

A code of conduct is a board policy, not a recorded covenant. Your declaration binds every owner and runs with the land. A code of conduct binds the board because the board agreed to it. That distinction matters enormously when someone breaches it.

What it can do:

• Set clear, written expectations for behavior at and between meetings
• Establish confidentiality norms for executive session material
• Create a disclosure habit around conflicts of interest that goes beyond the statutory minimum
• Give the board a shared reference point when a difficult conversation is needed
• Signal to members that the board holds itself to a standard

What it cannot do:

• Remove a director from office. In Florida, directors are removed by member recall or by statutory disqualification — not by a policy the board adopted about itself.
• Create fines or penalties against a director
• Override anything in your declaration, bylaws, or Chapter 720
• Substitute for the legal duties directors already owe

That last point is the important one. Your code of conduct sits on top of statutory duties. It doesn't replace them, and a well-drafted one says so explicitly.

The legal duties your code should reflect

Florida law already imposes obligations on HOA directors. A good code restates them in plain language so nobody can claim they didn't know.

The standard of care

Since HB 1203 took effect on July 1, 2024, Florida HOA officers and directors are subject to the standards for not-for-profit corporation directors in §617.0830: discharge your duties in good faith, with the care an ordinarily prudent person would use in a similar position, and in a manner you reasonably believe is in the association's best interests.

In practice this is why boards get sued for how they decided something, not just what they decided. A director who reads the materials, asks questions, and documents the reasoning is protected in a way that one who rubber-stamps is not.

Conflicts of interest

This is the part most codes of conduct handle badly, because Florida is specific here and generic national templates aren't.

Under §720.3033, a director or officer must disclose to the association any activity that may reasonably be construed as a conflict of interest at least 14 days before voting on the issue or entering into the contract in question.

If the association contracts with a director — or with a company in which a director is an officer, director, or has a financial interest — the board must approve it by an affirmative vote of two-thirds of the directors present. Under §720.3033(2)(d), the association must then disclose the contract to members at the next regular or special meeting of the members. On motion of any member, it goes to a vote, and members present may cancel it by majority vote. If they do, the association owes only the reasonable value of goods and services already provided, with no termination fee or penalty.

Your code of conduct should require disclosure earlier and more broadly than the statute demands. The statutory 14 days is a floor, not a target.

Kickbacks

§720.3033 also prohibits any officer, director, or manager from soliciting, offering to accept, or accepting a kickback — anything of value, for their benefit or an immediate family member's, from someone providing or proposing to provide goods or services to the association.

This one has teeth. Knowingly soliciting, offering to accept, or accepting a kickback is a third-degree felony, carries exposure to monetary damages under §617.0834, and if the board finds a violation, the board must immediately remove that officer or director.

Worth stating plainly in your code, because volunteers often don't realize a contractor's holiday gift can sit near a line with criminal consequences.

Confidentiality and executive session

Florida boards may close portions of meetings, but only for two purposes. Under §720.303(2)(b), a meeting is not required to be open to members when it is a meeting between the board (or a committee) and the association's attorney to discuss proposed or pending litigation, or a meeting held to discuss personnel matters.

That list is exhaustive. There is no general "sensitive topic" exception, and closing a meeting for anything outside those two categories exposes the board to a challenge on the validity of what it decided there.

The problem is what happens after. Executive session material leaks constantly, usually through a director who tells one owner "in confidence."

Your code should state that executive session content stays confidential indefinitely, that attorney-client privileged communications belong to the association rather than to individual directors, and that a director who disagrees with a decision expresses that in the meeting — not to members afterward.

That last norm is the single most valuable thing in most codes of conduct. A board that speaks with one voice after a vote functions. One that doesn't, doesn't.

Speaking for the board

Individual directors have no authority to act alone. A director is one vote at a meeting, not an officer of the community walking around with decision-making power.

A workable code says: only the president or a designated spokesperson speaks for the association; directors don't direct vendors or staff individually; and directors don't promise members outcomes the board hasn't voted on.

This prevents the most common practical failure in HOA governance — a well-meaning director telling a neighbor "I'll get that handled," which the board then either has to honor or publicly walk back.

How to adopt it

A code of conduct is adopted by board resolution at a properly noticed board meeting. You don't need a member vote, and you don't need to record it.

1. Circulate the draft to all directors before the meeting
2. Include adoption on the agenda in the meeting notice
3. Adopt by motion and vote at an open board meeting
4. Record the adoption in the minutes, and attach the code as an exhibit
5. Have each director sign an acknowledgment
6. Re-adopt and re-sign annually after each election, as new directors join

Step 6 is the one boards skip, and it's why most codes of conduct quietly stop mattering within two years.

On the notice itself: §720.303(2)(c)1 requires that notice of a board meeting specifically identify the agenda items and be posted in a conspicuous place in the community at least 48 hours in advance, except in an emergency. If the notice is not posted in the community, it must instead be mailed or delivered to each member at least 7 days before the meeting. Associations with 100 or more members may use alternatives their bylaws allow, such as publication or a closed-circuit broadcast.

The agenda-item requirement is the part that catches boards adopting a code of conduct: "old business" does not give notice that the board intends to adopt a governance policy. Name it on the agenda.

When a director breaches it

Be realistic about what happens next, because your options are narrower than you'd like.

If a director violates the code, the board can address it directly with the director, note the breach in the minutes, remove them from officer positions or committees the board controls, and decline to include them in matters where the breach creates risk. What the board cannot do is remove them from the board itself.

Director removal in Florida runs through member recall under §720.303(10), and the threshold is higher than boards usually assume. A director may be recalled with or without cause by a majority of the total voting interests — not a majority of those who happen to vote, and not a majority of a quorum. That applies regardless of any provision to the contrary in your governing documents.

Members may recall by written agreement or written ballot without holding a meeting, or by vote at a meeting where the governing documents allow it; 10 percent of voting interests can call a special meeting for the purpose. Once served, the board must meet within 5 business days to certify the recall or file to challenge it.

The exception is the kickback provision above, where the statute requires immediate removal on a board finding.

For anything approaching a statutory violation — conflicts, kickbacks, records refusals — talk to the association's attorney rather than handling it as an internal conduct matter.

Frequently asked questions

Is a code of conduct required for Florida HOAs? No. Chapter 720 doesn't require one. It's a voluntary board policy, though associations increasingly adopt one as governance expectations tighten.

This is worth stating precisely, because secondary summaries blur it: §720.3033 imposes a disclosure duty on individual directors and officers — it does not require the association to adopt a conflict of interest policy. Those are different obligations. Your directors must disclose whether or not you ever adopt a code of conduct.

Can we fine a board member for violating it? No. Fining authority under Chapter 720 runs against members for covenant violations, through a specific process involving a fining committee. It isn't a tool for internal board discipline.

Does it apply to committee members? Only if you say so. Many associations extend it to architectural review and fining committee members, which is sensible — those committees handle sensitive decisions.

What if a director refuses to sign? They remain a director. Signing isn't a condition of office. Note the refusal in the minutes and move on; the code still expresses the board's adopted standard.

Does this apply to condominium boards? Condominium associations are governed by Chapter 718, which has its own conflict of interest and standard of care provisions. The structure is similar but the citations differ. Don't reuse a Chapter 720 code of conduct for a condo board without adjusting it.

Learn more

• Serving on your Florida HOA board — eligibility, elections, and the director education requirement
• Florida HOA laws explained — how Chapters 718 and 720 differ
• Requesting HOA records in Florida — the records duties your code should reference
• Florida Statute 720.3033 — Officers and directors
• Florida Statute 720.303 — Meetings, records, and recall

Statutory content on this page was last verified against the 2025 Florida Statutes on 2026-07-19. Confirm current statute text at flsenate.gov before relying on it.