BOD

The developer of this website, Paul St. Clair, has developed board member training programs, and has provided a training seminar to almost all new Directors elected to the Jupiter Bay Board. The seminar addresses the following topics:

• Board of Directors,
• Association Meetings,
• Documents & Statutes,
• Owner Communications,
• Staff, Committee & Owner Volunteers,
• Association Facilities & Building Safety,
• Financials (Accounts, Expenses, Reserves, Budgets, & Insurance), and
• Contracts & Vendors.

It is important that all new Board Members have a basic understanding of these topics as well as some knowledge of the Florida statutes regulating condominium associations. Links to many of these statutes are provided on the "Links" page of this website.

Paul's 80-slide PowerPoint presentation does not replace division-approved board member certification programs offered by various Florida legal firms. Also, it's important for new Board Members to have a property tour where they can see the infrastructure and equipment that's required to support the services provided by the Association.

The Board Member Ethics Document serves as a good blueprint of the ways in which Board members should conduct themselves and interact with condominium owners.  When this doesn't happen, homeowners have recourse.

According to the Model Code of Ethics for Community Association Board Members, which can be accessed via the above link, board members:

• Should strive at all times to serve the best interests of the association as a whole regardless of their personal interests, use sound judgment to make the best possible business decisions for the association, act within the boundaries of their authority, and perform their duties without bias for or against any individual or group of owners or non-owner residents.

• Should not use their positions or decision-making authority for personal gain or to seek advantage over another owner or non-owner resident; spend unauthorized association funds for their own personal use or benefit; misrepresent known facts in any issue involving association business; or harass or make personal attacks on colleagues, staff, residents or contractors.

• GENERAL STANDARDS: Shall undertake only those responsibilities and assignments that he/she can reasonably expect to perform with professional competence. Shall exercise due professional care in the performance of his/her duties.

• INTEGRITY AND OBJECTIVITY: May not knowingly make an untrue statement of a material fact or knowingly fail to state a material fact in order to achieve any measure of personal gain. All decisions and representations must be made with the best interests of the Association in mind.

• CONFLICT OF INTEREST: May not use his/her position to enhance his/her own financial status through recommendation of vendors, suppliers, or contractors. Any situation that may appear as a conflict of interest must be disclosed in writing to the Board of Directors.

• GRATUITIES: Must discourage the acceptance of gifts, entertainment, or other favors from existing or prospective clients, contractors, vendors, or suppliers. Cash gifts of any amount are unacceptable.

• USE OF ASSOCIATION FUNDS: May not use any funds being held for Association business for personal use.

• RELATED ENTITIES: Must disclose any engagement of a company or individual related to any member of the Board of Directors in any way. This disclosure must be made in writing and approved by the Association for the board member to remain active.

• LIMITATIONS OF PRACTICE: If engaged in the practice of another profession, shall not perform such other services for the Association while serving as a board member, if the performance of such services is likely to result in a conflict of interest, real or perceived.

• ATTENDANCE AT BOARD MEETINGS: Any member who misses three consecutive meetings of the Board of Directors will be removed from the Board.

Florida Statute 617, the Not for Profit Corporation Act, defines general standards for Board Directors as follows (Section 617.0830):

(1) A director shall discharge his or her duties as a director, including his or her duties as a member of a committee:

• (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 he or she reasonably believes to be in the best interests of the corporation.

(2) In discharging his or her duties, a director may rely on information, opinions, reports, or statements, including financial statements and other financial data, if prepared or presented by:

• (a) One or more officers or employees of the corporation whom the director reasonably believes to be reliable and competent in the matters presented;
• (b) Legal counsel, public accountants, or other persons as to matters the director reasonably believes are within the persons’ professional or expert competence; or
• (c) A committee of the board of directors of which he or she is not a member if the director reasonably believes the committee merits confidence.

(3) A director is not acting in good faith if he or she has knowledge concerning the matter in question that makes reliance otherwise permitted by subsection (2) unwarranted.

(4) A director is not liable for any action taken as a director, or any failure to take any action, if he or she performed the duties of his or her office in compliance with this section.

To be most effective in serving an association, the following skills and experience are important:

• Management and leadership experience, especially in diverse settings;
• Willingness to put personal interests aside and serve the needs of the community;
• Negotiation and conflict resolution skills;
• Financial management skills, including accounting, budgeting and bookkeeping;
• Communication and customer relation skills;
• Research, decision analysis, ans problem-solving skills; and
• Ability to understand and apply Florida statutes and governing documents.

Board Members must have legal, business and management experience.

Jupiter Bay owners want a Board that:

• Is concerned About the Association’s Finances, trying to minimize budget/fee increases while assuring sufficient operating and reserve funds to properly maintain the property.
• Discloses the true costs & benefits of a Property Management Company.
• Makes all decisions impacting members at open properly-noticed Board Meetings.
• Believes that Florida statutes and the Association's governing documents must be followed.
• Seeks and encourages input from all board members, building consensus in all matters effecting the Association.
• Believes that committees should help with board decisions.
• Strives to provide sufficient communication & transparency.
• Chooses Association member rights and preferences over those of our onsite restaurant tenants and condominium rental agents.

You may want to consider the following questions when evaluating the performance of your Board members.

Will the Board member:

• Fulfill his/her fiduciary duties in the best interests of the community?
• Be a good steward of your quarterly maintenance fees?
• Fully disclose the issues that he/she is reviewing and discussing with other board members?
• Seek owner input on all important matters and major decisions?
• Establish committees and other methods to obtain owner input?
• Communicate regularly using various methods – newsletters, meetings, website, email, etc?
• Provide complete transparency regarding the association's finances?
• Refuse to spend money on unnecessary lawsuits or other personal agenda items?
• Rigorously follow Florida statutes and the governing documents of the association?
• Thoroughly analyze, challenge and negotiate vendor contracts, obtaining alternate bids with various cost structures?
• Refuse to take positions that pit owner against owner and cause dissent in the community?
• Encourage events that foster neighborliness and a sense of community?

All association members are eligible to serve on the board of directors with few exceptions.

Per FL Statute 718.112(2)(d)2., In a residential condominium association of more than 10 units, the following individuals may not serve as members of the board of directors:

1. Co-owners of a unit may not serve at the same time unless they own more than one unit or unless there are not enough eligible candidates to fill the vacancies on the board;

2. A person who has been suspended or removed by the division;

3. A person who is delinquent in the payment of any assessment due the association. (Delinquency is defined as payment not made by the due date); and

4. A person who has been convicted of any felony in this state or in a United States District or Territorial Court, or who has been convicted of any offense in another jurisdiction which would be considered a felony if committed in this state, unless such felon’s civil rights have been restored for at least 5 years as of the date such person seeks election to the board.

Per paragraph 4.1 of the Association’s Bylaws, “The affairs of the Association shall be governed by a Board of five (5) Directors. All directors shall be elected for two (2) year terms in order to ensure continuity of leadership."

Per FL Statute 718.112(2)(d)2.:

• If the staggered term of a board member does not expire until a later annual meeting, or if all members’ terms would otherwise expire but there are no candidates, the terms of all board members expire at the annual meeting, and such members may stand for reelection unless prohibited by the bylaws.
• Board members may serve terms longer than 1 year if permitted by the bylaws or articles of incorporation.
• A board member may not serve more than 8 consecutive years unless approved by an affirmative vote of unit owners representing two-thirds of all votes cast in the election or unless there are not enough eligible candidates to fill the vacancies on the board at the time of the vacancy. Only board service that occurs on or after July 1, 2018, may be used when calculating a board member’s term limit.
• If the number of board members whose terms expire at the annual meeting equals or exceeds the number of candidates, the candidates become members of the board effective upon the adjournment of the annual meeting. Unless the bylaws provide otherwise, any remaining vacancies shall be filled by the affirmative vote of the majority of the directors making up the newly constituted board even if the directors constitute less than a quorum or there is only one director.

Please reference the Roles & Functions page of this website for a complete list of Board Member powers and duties as described in Jupiter Bay's bylaw #5.

Per FL Statute 718.112(2)(a)1.: "In the absence of such a provision, the board of administration shall be composed of five members, unless the condominium has five or fewer units. The board shall consist of not fewer than three members in condominiums with five or fewer units that are not-for-profit corporations. In the absence of provisions to the contrary in the bylaws, the board of administration shall have a president, a secretary, and a treasurer, who shall perform the duties of such officers customarily performed by officers of corporations."

Paragraph 6.1 of the Jupiter Bay Association's Bylaws add a Vice President position. Here's a summary of the three statute-required (President, Secretary & Treasurer) and one JB-required position:

>  President – The President of the Association is vested with all the powers generally given to the chief executive officer of a corporation.

>  Secretary – The Secretary is responsible for keeping and maintaining a record of all meetings of the board and the membership and is the custodian for most of the official records of the Association.

>  Treasurer – The Treasurer is the custodian of the funds, securities and financial records of the Association.

>  Vice President – The Vice President exercises the powers and performs the duties of the President in the absence or disability of the President.

(Please visit the "Roles & Functions" page for additional information.)

RESIGNATIONS. According to paragraph #8 of the Association's Bylaws, Any Director or Officer may resign his/her post at any time by written resignation, delivered to the President or Secre­tary, which shall take effect upon its receipt unless a later date is specified in the resignation, in which event the resignation shall be effective from such date unless withdrawn. The acceptance of a resignation shall not be required to make it effective. The conveyance of all Units owned by any Director or Officer shall constitute a written resignation of such Director or Officer.

Per FL Statute 718.111(12)(f), An outgoing board or committee member must relinquish all official records and property of the association in his or her possession or under his or her control to the incoming board within 5 days after the election. The division shall impose a civil penalty as set forth in s. 718.501(1)(d)6. against an outgoing board or committee member who willfully and knowingly fails to relinquish such records and property.

Whenever condominium homeowners feel that their elected board members are no longer representing the interests of the association members, are not acting in an ethical manner, are misusing the association's financial resources, or are shirking their fiduciary responsibilities, there are several actions that can be taken:

Board Member Recall: Per Florida Statute 718.112(2)(j), "any member of the board of administration may be recalled and removed from office with or without cause by the vote or agreement in writing by a majority of all the voting interests.” See “Recall of Board Members” on the Board-of-Director page for more information.

Formal DBPR Complaint: Per Florida Statute 718.501, the Division of Condominiums, Timeshares and Mobile Homes “has jurisdiction to investigate complaints related to financial issues, elections, and unit owner access to association records”. The division permits any person to file a statement in writing as to the facts and circumstances concerning a matter to be investigated. Based on the investigation, the division may impose a civil penalty individually against an officer or board member, may order the removal of such individual as an officer or from the board of administration or as an officer of the association, and may prohibit such individual from serving as an officer or on the board of a community association for a period of time. The Forms Page of this website provides a “fill in the blanks” Department of Business and Professional Regulation (DBPR) official Condominium Complaint form.