Board of Directors
Serving as a condominium association Board Member, especially for a large and diverse association like Jupiter Bay, is a very challenging job requiring knowledge, experience and communication skills. This webpage presents information helpful for any candidate seeking a board position.
Current Jupiter Bay Board
|President||Jim Kalec||C108E, D1Villa|
|Vice President||Tyrone Smith||C106E|
|Director||Susan Guthrie Hershman||D208E, F408W|
Board Member Experience
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.
- 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.
Board Member Qualifications
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:
- 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;
- A person who has been suspended or removed by the division;
- A person who is delinquent in the payment of any monetary obligation due to the association; and
- 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.
Here's a summary of the three required (President, Secretary & Treasurer) and one optional 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.)
Board Member Powers & Duties
(Per Association Bylaw #5)
- Operating and maintaining the Common Elements.
- Determining the expenses required for the operation of the Condominium and the Association. Developing and publishing an annual budget.
- Collecting the Assessments for Common Expenses from Unit Owners.
- Employing, compensating and dismissing personnel necessary for the maintenance and operation of the Common Elements.
- Adopting and amending Rules and Regulations concerning the details of the operation and use of the Condominium Property.
- Maintaining bank accounts on behalf of the Association and designating the required signatories. Assuring reserve funds for capital expenditures and deferred maintenance.
- Purchasing, leasing or otherwise acquiring Units or other property in the name of the Association including the purchasing of Units at foreclosure or other judicial sales. Selling, leasing, mortgaging, or otherwise dealing with Units acquired.
- Obtaining and reviewing insurance for the Condominium Property.
- Making repairs, additions and improvements to, or restoration and alterations of, the Condominium Property.
- Enforcing obligations of the Unit Owners, allocating income, expenses and profit and taking such other actions as shall be deemed necessary and proper for the sound management of the Condominium.
- Levying fines against Unit Owners for violations of the Rules and Regulations established by the Association to govern the conduct of such Unit Owners.
- Borrowing money on behalf of the Condominium when required in connection with the operation, care, upkeep and maintenance of the Common Elements or the acquisition of property and granting mortgages on and/or security interests in Association owned property.
- Contracting for the management and maintenance of the Condominium Property and authorizing a Management Agent to assist the Association in carrying out its powers and duties by performing such functions as the submission of proposals, collection of Assessments, preparation of records, enforcement of rules and maintenance, repair, and replacement of the Common Elements with such funds as shall be made available by the Association for such purposes.
- Exercising all powers specifically set forth in the Declaration, the Articles, the By Laws and all other powers of a Florida Corporation not for profit.
Board Director Performance Standards
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.
Desired Board Director Skills & Qualities
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 Member Certification
Per FL Statute 718.112(2)(d)4b, Within 90 days after being elected or appointed to the board, each newly elected or appointed director shall certify in writing to the secretary of the association that he or she:
- has read the association’s declaration of condominium, articles of incorporation, bylaws, and current written policies;
- will work to uphold such documents and policies to the best of his or her ability; and
- will faithfully discharge his or her fiduciary responsibility to the association’s members.
In lieu of this written certification, within 90 days after being elected or appointed to the board, the newly elected or appointed director may submit a certificate of having satisfactorily completed the educational curriculum administered by a division-approved condominium education provider within 1 year before or 90 days after the date of election or appointment. The written certification or educational certificate is valid and does not have to be resubmitted as long as the director serves on the board without interruption. A director who fails to timely file the written certification or educational certificate is suspended from service on the board until he or she complies with this sub-subparagraph.
The secretary shall cause the association to retain a director’s written certification or educational certificate for inspection by the members for 5 years after a director’s election or the duration of the director’s uninterrupted tenure, whichever is longer. Failure to have such written certification or educational certificate on file does not affect the validity of any board action.
|The following form, from the Dept. of Business & Professional Regulation, is used to provide board member certification:||Director Certification Form|
Following is a sample Board Member candidate platform:
- Reduce maintenance fee increases by eliminating unnecessary and wasteful expenditures.
- Provide realistic budgets and stay within budget. Reduce the need for special assessments.
- Provide more transparent financial reporting so that owners know how and where their money is being spent.
B. Board Meetings/Decisions
- Hold regular open Board meetings. Provide Statute-required notice periods for these meetings.
- Make all Board decisions at open Board meetings with opportunity for owner feedback and discussion. (Eliminate secret decision-making meetings among Board members.)
C. Communications & Responsiveness
- Seek to improve homeowner lifestyle with a more-responsive and owner-focused Board.
- Try to coordinate and unify all decisions and events in an effort to unite the East and West and Villas into one cohesive unit.
- Ensure open owner communications with frequent newsletters, website updates and empowered committees.
- Answer homeowner inquiries in a courteous and expeditious manner. Endeavor to seek out and address homeowner issues and concerns.
- Partner with homeowners to make Jupiter Bay a more enjoyable and friendlier community.
D. Staffing & Maintenance
- Perform regular preventative maintenance to extend the life of the Association's capital assets.
- Better apply maintenance fees to improving Jupiter Bay common areas (grounds/landscaping and buildings).
- Review staffing requirements and assure that our property manager, office staff, and maintenance staff have the proper skills, training, performance feedback and tools to be most effective.
- Maintain and follow the Association’s Strategic Plan to assure a cohesive and targeted future for our residents.
- Work with Twisted Tuna staff and management to fully utilize restaurant facilities and assure that Association member needs are addressed without compromising our rights to quiet and peaceful enjoyment of our residences.
- Adhere to FL Statutes by fully funding reserves and eliminating current negative reserve balances.
- Assure adherence to Florida statutes and the Association’s governing documents.
Board Member Standards
- 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.
Questions for Board Member Evaluation
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?
Major Board Member Activities
Board Director Behavior
The Model Code of Ethics, posted in its entirety on the Ethics & Responsibilities page of this website, says that 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, taking into consideration all available information, circumstances and resources;
- Act within the boundaries of their authority as defined by law and the governing documents of the association; and
- Perform their duties without bias for or against any individual or group of owners or non-owner residents.
Board Member Termination
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.
Recall of Board Members
Per Florida statute 718.112(2)(J), any board member may be recalled and removed from office with or without cause by the vote or agreement in writing by a majority of all the association’s voting interests.
- Recall at a special owners meeting. A special meeting of the unit owners to recall a member or members of the board may be called by 10 percent of the voting interests stating the meeting purpose and giving notice as required for a unit owner meeting. Electronic transmission may not be used for this notice. If the recall is approved, the board will hold a board meeting within 5 full business days after adjournment of the unit owner meeting to verify that the recall is valid.
- Recall by an agreement in writing. The agreement or a copy of it is to be served on the association by certified mail or by personal service. The board will hold a board meeting within 5 full business days after receipt of the agreement in writing to verify that the recall is valid.
Recalls are effective at the conclusion of the board meeting. If the board fails to duly notice and hold a board meeting within 5 full business days after adjournment of the unit owner recall meeting or after being served an agreement in writing, the recall shall be deemed effective.
A recalled member must turn over to the board, within 10 full business days after the recall vote, all records and property of the association in their possession.
Petitions, disputing the recall results, can be filed by a unit owner representative or the recalled board member:
- Unit owner petition. If the board fails to hold the required meeting or determines that the recall is not valid, the unit owner representative may file a petition pursuant to statute 718.1255 (dispute resolution) challenging the board’s failure to act or challenging the board’s decision on validity. The petition must be filed within 60 days after expiration of the applicable 5-full-business-day period. The review of a petition is limited to the validity of the written agreement or ballots filed.
- Recalled board member petition. A board member who has been recalled may file a petition pursuant to statute 718.1255 challenging the validity of the recall. The petition must be filed within 60 days after the recall. The association and the unit owner representative shall be named as the respondents. The petition may challenge the validity of the written agreement or ballots filed or compliance with the procedural requirements for the recall. If the arbitrator determines the recall was invalid, the petitioning board member is immediately reinstated, and the recall is null and void. A board member who is successful in challenging a recall is entitled to recover reasonable attorney fees and costs from the respondents. The arbitrator may award reasonable attorney fees and costs to the respondents if they prevail, if the arbitrator makes a finding that the petitioner’s claim is frivolous.
The division may not accept for filing a recall petition when there are 60 or fewer days until the scheduled reelection of the board member sought to be recalled or when 60 or fewer days have elapsed since the election of the board member sought to be recalled.
If less than a majority of the board members are removed, the vacancy may be filled by the affirmative vote of a majority of the remaining directors. If a majority or more of the board members are removed, the vacancies are filled in accordance with division procedures governing the conduct of the recall election and operation of the association during the period after a recall but before the recall election.
|Please click on the following link for a copy of the DBPR recall guide:||DBPR Recall Guide|