BOD

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 candidates seeking a board position and for condo owners evaluating candidates.

Current Jupiter Bay Board

Position Name Units
President Jim Kalec C108E, D1Villa
Vice President Tyrone Smith C106E
Secretary Frank Kania E202W
Treasurer Don Spieller A504E
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.
  • 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.

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.

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?

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.

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.

Board Member Powers & Duties

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.

Major Board Member Activities

√  Regular Board Meetings (Agendas, Scripts & Minutes)
√  Annual Budget Preparation (Incl. Committee & Board Meetings)
√  Monthly Financial Review/Reporting (Incl. Check Signing)
√  Annual Owners Meeting (Correspondence, Presentations, Election and Organizational Meeting)
√  Newsletters & Special Announcements/Updates
√  Project Management of Construction Projects
√  Owner Correspondence & Follow up
√  Vendor Meetings/Interface (Incl. Insurance Review/Allocations)
√  Attorney Interface (Litigation, Contracts, Delinquencies, etc.)
√  Auditor Interface (Records, Procedures, Fraud Inquiry)
√  Property Manager Performance Review and Staff Compensation
√  Regular (Weekly?) Property Manager Task Reviews
√  Property/Unit Inspections (Damage/Fault Assessments)
√  Decisions Regarding Priorities and Expenditures
√  Association Website Maintenance

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:

  1. has read the association’s declaration of condominium, articles of incorporation, bylaws, and current written policies;
  2. will work to uphold such documents and policies to the best of his or her ability; and
  3. 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

Candidate Platform

Following is a sample Board Member candidate platform:

A. Financials

  1. Reduce maintenance fee increases by eliminating unnecessary and wasteful expenditures.
  2. Provide realistic budgets and stay within budget. Reduce the need for special assessments.
  3. Provide more transparent financial reporting so that owners know how and where their money is being spent.

B. Board Meetings/Decisions

  1. Hold regular open Board meetings. Provide Statute-required notice periods for these meetings.
  2. 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

  1. Seek to improve homeowner lifestyle with a more-responsive and owner-focused Board.
  2. Try to coordinate and unify all decisions and events in an effort to unite the East and West and Villas into one cohesive unit.
  3. Ensure open owner communications with frequent newsletters, website updates and empowered committees.
  4. Answer homeowner inquiries in a courteous and expeditious manner. Endeavor to seek out and address homeowner issues and concerns.
  5. Partner with homeowners to make Jupiter Bay a more enjoyable and friendlier community.

D. Staffing & Maintenance

  1. Perform regular preventative maintenance to extend the life of the Association's capital assets.
  2. Better apply maintenance fees to improving Jupiter Bay common areas (grounds/landscaping and buildings).
  3. 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.

E. Planning

  1. Maintain and follow the Association’s Strategic Plan to assure a cohesive and targeted future for our residents.
  2. 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.

F. Governance

  1. Adhere to FL Statutes by fully funding reserves and eliminating current negative reserve balances.
  2. Assure adherence to Florida statutes and the Association’s governing documents.

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:

  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;
  1. A person who has been suspended or removed by the division;
  1. 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
  1. 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.

Board Member Terms

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.

Executive Position Descriptions

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.)

Board Member Resignation & Termination

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.

Recall of Board Members

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 a majority of all the association’s voting interests. A recall vote can occur at a special owners’ meeting or by an agreement in writing:

  • Recall at a special owners meeting. A special meeting of the unit owners to recall a member or members of the board of administration may be called by 10 percent of the voting interests giving notice of the meeting as required for a meeting of unit owners, and the notice shall state the purpose of the meeting. Electronic transmission may not be used as a method of giving notice of a meeting called in whole or in part for this purpose.
  • Recall by an agreement in writing. If the proposed recall is by an agreement in writing by a majority of all voting interests, the agreement in writing or a copy thereof shall be served on the association by certified mail or by personal service.

If the recall is either approved by a majority of all voting interests at an owners’ meeting or substantiated through receipt of an agreement in writing, the board must notice and hold a board meeting to verify that the recall is valid. This meeting must be held within 5 full business days after adjournment of the unit owner meeting or receipt of the agreement. If the board fails to hold this board meeting, the recall is deemed effective.

The recall of a board member or members is effective immediately upon conclusion of the board meeting, provided that the recall is facially valid. A recalled member must turn over to the board, within 10 full business days after the vote, any and all records and property of the association in their possession.

Petitions, disputing the recall results, can be filed within 60 days after expiration of the applicable 5-full-business-day period by a unit owner representative advocating the recall or the recalled board member.

  • Unit owner petition. If the board fails to duly notice and hold the required meeting or at the conclusion of the meeting determines that the recall is not facially valid, the unit owner representative may file a petition or court action under s. 718.1255 (dispute resolution) challenging the board’s failure to act or challenging the board’s determination on facial validity. The review of a petition or action under this subparagraph 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 or court action under s. 718.1255 challenging the validity of the recall. The association and the unit owner representative shall be named as the respondents. The petition or action may challenge the facial validity of the written agreement or ballots filed or the substantial compliance with the procedural requirements for the recall. If the arbitrator or court determines the recall was invalid, the petitioning board member shall immediately be 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 or court may award reasonable attorney fees and costs to the respondents if they prevail, if the arbitrator or court makes a finding that the petitioner’s claim is frivolous.

The division or a court of competent jurisdiction may not accept for filing a recall petition or court action 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.

Board vacancies occurring because of a recall or removal are to be filled as follows:

  • 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, notwithstanding any provision to the contrary contained in this subsection.
  • If vacancies occur on the board because of a recall and a majority or more of the board members are removed, the vacancies shall be filled in accordance with division procedures which address 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