Post by Admin on Feb 28, 2014 8:12:52 GMT -5
720.3033 Officers and directors.—
(1)
(a) Within 90 days after being elected or appointed to the board, each director sH all certify in writing to the secretary of the association that he or she has read the association’s declaration of covenants, articles of incorporation, bylaws, and current written rules and policies; that he or she will work to uphold such documents and policies to the best of his or her ability; and that he or she will faithfully discharge his or her fiduciary responsibility to the association’s members. Within 90 days after being elected or appointed to the board, in lieu of such written certification, the newly elected or appointed director may submit a certificate of having satisfactorily completed the educational curriculum administered by a division-approved education provider within 1 year before or 90 days after the date of election or appointment.
Editors Note: NEW and IMPROVED! Finally--accountability. The directors MUST at least Say they have read the documents! Member's can now hold their corporate feet to the fire and expect that they have read the law! This applies to SLohA's newly-elected directors even though they are serving a second term. Note that there is no exclusion for a repeat term. Surely, the Secretary will report to the Board that this has been certified for the three newly-elected directors by May 22, 2014!
(b) The written certification or educational certificate is valid for the uninterrupted tenure of the director on the board. A director who does not timely file the written certification or educational certificate sH all be suspended from the board until he or she complies with the requirement. The board may temporarily fill the vacancy during the period of suspension.
(c) The association sH all retain each director’s written certification or educational certificate for inspection by the members for 5 years after the director’s election. However, the failure to have the written certification or educational certificate on file does not affect the validity of any board action.
(2) If the association enters into a contract or other transaction with any of its directors or a corporation, firm, association that is not an affiliated homeowners’ association, or other entity in which an association director is also a director or officer or is financially interested, the board must:
(a) Comply with the requirements of s. 617.0832.
(b) Enter the disclosures required by s. 617.0832 into the written minutes of the meeting.
(c) Approve the contract or other transaction by an affirmative vote of two-thirds of the directors present.
(d) At the next regular or special meeting of the members, disclose the existence of the contract or other transaction to the members. Upon motion of any member, the contract or transaction sH all be brought up for a vote and may be canceled by a majority vote of the members present. If the members cancel the contract, the association is only liable for the reasonable value of goods and services provided up to the time of cancellation and is not liable for any termination fee, liquidated damages, or other penalty for such cancellation.
Editors Note: This was one of the cH allenges to the anticipated acts of board members who were reasonably suspected of having financial involvement in the business of the internet provider. The director stated that "he had not made a single dime off the internet provider". In my book, that is only a denial of profit, not a denial of involvement. However, at this particular point, this is a moot issue but does serve to illustrate this provision.
(3) An officer, director, or manager may not solicit, offer to accept, or accept any good or service of value for which consideration has not been provided for his or her benefit or for the benefit of a member of his or her immediate family from any person providing or proposing to provide goods or services to the association. If the board finds that an officer or director has violated this subsection, the board sH all immediately remove the officer or director from office. The vacancy sH all be filled according to law until the end of the director’s term of office. However, an officer, director, or manager may accept food to be consumed at a business meeting with a value of less than $25 per individual or a service or good received in connection with trade fairs or education programs.
Editor Note: This, of course, has no TEETH to it and only permits removal of an officer or a director from office. Sly legislators "forgot" to impose a remedy for MANAGERS ie Management Companies. So, a Manager who accepts anything in exchange for service has no penalty except civil, providing an "easy out" for directors who can fly under the radar.
(4) A director or officer charged by information or indictment with a felony theft or embezzlement offense involving the association’s funds or property is removed from office. The board sH all fill the vacancy according to general law until the end of the period of the suspension or the end of the director’s term of office, whichever occurs first. However, if the charges are resolved without a finding of guilt or without acceptance of a plea of guilty or nolo contendere, the director or officer sH all be reinstated for any remainder of his or her term of office. A member who has such criminal charges pending may not be appointed or elected to a position as a director or officer.
(5) The association sH all maintain insurance or a fidelity bond for all persons who control or disburse funds of the association. The insurance policy or fidelity bond must cover the maximum funds that will be in the custody of the association or its management agent at any one time. As used in this subsection, the term “persons who control or disburse funds of the association” includes, but is not limited to, persons authorized to sign checks on behalf of the association, and the president, secretary, and treasurer of the association. The association sH all bear the cost of any insurance or bond. If annually approved by a majority of the voting interests present at a properly called meeting of the association, an association may waive the requirement of obtaining an insurance policy or fidelity bond for all persons who control or disburse funds of the association.
History.—s. 3, ch. 2013-218.
Disclaimer: I am not an attorney and the interpretations above are my opinion and offered for informational purposes only. These interpretatons should not be relied upon if you are contemplating legal action. Consult an attorney for legal advice.
(1)
(a) Within 90 days after being elected or appointed to the board, each director sH all certify in writing to the secretary of the association that he or she has read the association’s declaration of covenants, articles of incorporation, bylaws, and current written rules and policies; that he or she will work to uphold such documents and policies to the best of his or her ability; and that he or she will faithfully discharge his or her fiduciary responsibility to the association’s members. Within 90 days after being elected or appointed to the board, in lieu of such written certification, the newly elected or appointed director may submit a certificate of having satisfactorily completed the educational curriculum administered by a division-approved education provider within 1 year before or 90 days after the date of election or appointment.
Editors Note: NEW and IMPROVED! Finally--accountability. The directors MUST at least Say they have read the documents! Member's can now hold their corporate feet to the fire and expect that they have read the law! This applies to SLohA's newly-elected directors even though they are serving a second term. Note that there is no exclusion for a repeat term. Surely, the Secretary will report to the Board that this has been certified for the three newly-elected directors by May 22, 2014!
(b) The written certification or educational certificate is valid for the uninterrupted tenure of the director on the board. A director who does not timely file the written certification or educational certificate sH all be suspended from the board until he or she complies with the requirement. The board may temporarily fill the vacancy during the period of suspension.
(c) The association sH all retain each director’s written certification or educational certificate for inspection by the members for 5 years after the director’s election. However, the failure to have the written certification or educational certificate on file does not affect the validity of any board action.
(2) If the association enters into a contract or other transaction with any of its directors or a corporation, firm, association that is not an affiliated homeowners’ association, or other entity in which an association director is also a director or officer or is financially interested, the board must:
(a) Comply with the requirements of s. 617.0832.
(b) Enter the disclosures required by s. 617.0832 into the written minutes of the meeting.
(c) Approve the contract or other transaction by an affirmative vote of two-thirds of the directors present.
(d) At the next regular or special meeting of the members, disclose the existence of the contract or other transaction to the members. Upon motion of any member, the contract or transaction sH all be brought up for a vote and may be canceled by a majority vote of the members present. If the members cancel the contract, the association is only liable for the reasonable value of goods and services provided up to the time of cancellation and is not liable for any termination fee, liquidated damages, or other penalty for such cancellation.
Editors Note: This was one of the cH allenges to the anticipated acts of board members who were reasonably suspected of having financial involvement in the business of the internet provider. The director stated that "he had not made a single dime off the internet provider". In my book, that is only a denial of profit, not a denial of involvement. However, at this particular point, this is a moot issue but does serve to illustrate this provision.
(3) An officer, director, or manager may not solicit, offer to accept, or accept any good or service of value for which consideration has not been provided for his or her benefit or for the benefit of a member of his or her immediate family from any person providing or proposing to provide goods or services to the association. If the board finds that an officer or director has violated this subsection, the board sH all immediately remove the officer or director from office. The vacancy sH all be filled according to law until the end of the director’s term of office. However, an officer, director, or manager may accept food to be consumed at a business meeting with a value of less than $25 per individual or a service or good received in connection with trade fairs or education programs.
Editor Note: This, of course, has no TEETH to it and only permits removal of an officer or a director from office. Sly legislators "forgot" to impose a remedy for MANAGERS ie Management Companies. So, a Manager who accepts anything in exchange for service has no penalty except civil, providing an "easy out" for directors who can fly under the radar.
(4) A director or officer charged by information or indictment with a felony theft or embezzlement offense involving the association’s funds or property is removed from office. The board sH all fill the vacancy according to general law until the end of the period of the suspension or the end of the director’s term of office, whichever occurs first. However, if the charges are resolved without a finding of guilt or without acceptance of a plea of guilty or nolo contendere, the director or officer sH all be reinstated for any remainder of his or her term of office. A member who has such criminal charges pending may not be appointed or elected to a position as a director or officer.
(5) The association sH all maintain insurance or a fidelity bond for all persons who control or disburse funds of the association. The insurance policy or fidelity bond must cover the maximum funds that will be in the custody of the association or its management agent at any one time. As used in this subsection, the term “persons who control or disburse funds of the association” includes, but is not limited to, persons authorized to sign checks on behalf of the association, and the president, secretary, and treasurer of the association. The association sH all bear the cost of any insurance or bond. If annually approved by a majority of the voting interests present at a properly called meeting of the association, an association may waive the requirement of obtaining an insurance policy or fidelity bond for all persons who control or disburse funds of the association.
History.—s. 3, ch. 2013-218.
Disclaimer: I am not an attorney and the interpretations above are my opinion and offered for informational purposes only. These interpretatons should not be relied upon if you are contemplating legal action. Consult an attorney for legal advice.