Florida Statute 718 Board of Directors: Duties, Recall, and Liability

Chapter 718 of the Florida Statutes gives a condominium board of directors broad authority to run the association as a Florida corporation, while binding each director to fiduciary duties, financial transparency rules, and, since 2022, mandatory structural inspection and reserve obligations. The powers and duties of the board of directors under Florida Statute 718 fit into a single framework: the board can act on almost anything involving common elements, contracts, rules, and finances, but every action has to survive a good-faith, reasonably diligent standard, and specific categories of misconduct strip away the protections that normally shield individual directors.

What the Board Is Authorized to Do

A condominium association must operate as a Florida corporation, and the board handles day-to-day administration: maintaining common elements, enforcing the governing documents, hiring vendors, adopting budgets, and managing association funds.¹ Unless the declaration or bylaws reserve a decision to the unit owners, the board can make it.

That authority is not a blank check. Section 718.111(1)(d) requires every officer, director, and agent to act in good faith, with the care an ordinarily prudent person in a similar position would exercise, and in a manner they reasonably believe serves the association’s interests.² In practice that means reading the materials before voting, getting professional advice when a decision calls for it, avoiding self-dealing, and putting the community’s interests ahead of personal ones. A director who rubber-stamps decisions without reviewing supporting documents, or who steers a contract to a friend’s business, has already stepped outside the standard.

Structural Safety Duties

The Surfside collapse produced the most significant expansion of board duties in decades. SB 4-D, signed in 2022, created mandatory milestone inspections and structural integrity reserve studies for older and taller buildings.³ These are duties the board itself must schedule, fund, and act on.

Milestone Inspections

Condominiums with buildings three stories or higher must undergo a milestone structural inspection once the building reaches 30 years of age, or 25 years if it is within three miles of the coastline. Follow-up inspections are then required every 10 years. Phase 1 is a visual examination by a licensed engineer or architect. If structural distress is identified, a Phase 2 inspection follows, involving more invasive testing.

Structural Integrity Reserve Studies

Separately, every residential condo association with buildings three stories or higher must complete a structural integrity reserve study at least every 10 years. The study must evaluate, at minimum, the following components as they relate to structural integrity and safety:⁴

Roof: the entire roofing system
Structure: load-bearing walls, primary structural members, and primary structural systems
Fireproofing and fire protection systems
Building-wide plumbing systems
Building electrical systems
Waterproofing and exterior painting
Windows and exterior doors
Any other item with a deferred maintenance or replacement cost exceeding $10,000 whose failure would negatively affect one of the components above

The visual inspection portion must be performed or verified by a licensed engineer, licensed architect, or a person certified as a reserve specialist by the Community Associations Institute or the Association of Professional Reserve Analysts.⁴ The study must identify estimated remaining useful life, estimated replacement cost, and a recommended annual reserve funding schedule for each component.

Budget, Reserves, and Records

Under Section 718.112(2)(f), the board must prepare and adopt a detailed annual budget that includes reserve accounts. Historically, unit owners could vote to waive or reduce reserve contributions by majority vote, and that option still exists for non-structural items. For every component identified in a structural integrity reserve study, however, reserves can no longer be waived or reduced.³ Many associations that had been deferring reserve funding for years have seen significant assessment increases as a direct result.

The board must also keep accurate financial records and make them available to unit owners. Section 718.111(12) requires the association to maintain official records including financial statements, budgets, contracts, insurance policies, and meeting minutes, and to make them available for inspection and copying within a reasonable time. Refusing to allow inspection can be treated as obstruction and is punishable under Florida criminal law.²

Chronic underfunding of reserves is not just a financial misjudgment. It builds a documented record of fiduciary neglect that can surface later if the building needs emergency repairs paid for by special assessments. Boards under budget pressure should document their reasoning in the minutes and rely on professional guidance rather than defer the problem.

Conflicts of Interest

Directors must disclose any personal, financial, or familial interest in a transaction involving the association. When a contract involves a director, or an entity in which a director holds a financial stake, the transaction must be approved by a majority of disinterested directors, the conflicted director should not vote, and the conflict and its resolution should appear in the meeting minutes.

Section 718.112(2)(p) addresses service provider contracts specifically. An association may not hire or contract with a service provider that is controlled by, or has a financial relationship with, a director unless the arrangement meets certain disclosure and approval requirements.⁵ Most conflict problems in practice look the same: a director whose company holds the landscaping contract, or a director’s spouse running the management company. Competitive pricing does not cure the failure to disclose and approve.

How Directors Take, Keep, and Certify the Seat

Elections

Board elections are governed by Section 718.112(2)(d) and are held annually. A first notice goes to all unit owners at least 60 days before the election, informing them of the election and of their right to run.⁵ A second notice follows at least 14 days before the election meeting. Candidates must be eligible unit owners and cannot be delinquent in any monetary obligation to the association. Elections use secret written ballots, not proxies, with inner and outer envelopes; results are tallied at an open meeting.

Term Limits

A director may not serve more than eight consecutive years, with two exceptions: the unit owners can approve continued service by a two-thirds vote of all votes cast in the election, or the limit does not apply when there are not enough eligible candidates to fill the vacancies.⁵ Only service on or after July 1, 2018, counts toward the eight-year clock, so the earliest any director could actually be term-limited out is at elections held after July 1, 2026. Long-serving boards should plan for this. If a director wants to continue past the limit, the two-thirds vote needs to be on the ballot.

Certification and Education

Within 90 days of taking office, a new director must certify in writing that they have read the association’s declaration of condominium, articles of incorporation, bylaws, and current rules, and that they will uphold those documents and faithfully discharge their duties. As an alternative, the new director may complete an educational curriculum administered by a state-approved provider within the same 90-day window.⁵ A director who does neither is suspended from service until the requirement is met.

Recall and Automatic Removal

Unit owners can recall any director with or without cause. The recall does not require proof of misconduct; policy disagreements are enough. Section 718.112(2)(j) provides two methods:⁶

A vote at a properly noticed meeting, with a majority of all voting interests in the association (not just those attending) voting in favor.
A written agreement signed by a majority of all voting interests, with no meeting required.

Once a recall is certified, the director is immediately removed. If fewer than a majority of the board is recalled, the remaining directors appoint replacements. A recalled director has 60 days to challenge the recall through mandatory non-binding arbitration with the Florida Department of Business and Professional Regulation.⁶ Timing matters: no recall petition can be filed when 60 or fewer days remain until the director’s scheduled reelection, or when fewer than 60 days have passed since the director was elected.

Separately, a director who is charged by information or indictment with certain crimes, including theft of association funds, forgery of election ballots, or obstruction related to official records, must be automatically removed from office until the charges are resolved. If the charges are dropped or the director is acquitted, they can be reinstated for the remainder of their term.²

Personal Liability: When Protections Hold and When They Break

Florida law does not expect directors to be perfect. It expects them to be honest and reasonably diligent. Under Section 718.111(1)(d), directors are not personally liable for monetary damages unless their conduct crosses specific lines: a criminal law violation, a transaction yielding improper personal benefit (directly or indirectly), recklessness, bad faith, malicious purpose, or wanton and willful disregard of human rights, safety, or property.² Recklessness and wanton disregard sit lower than outright fraud, and they are the categories that catch directors who ignore known safety hazards or refuse to fund legally mandated reserves. A board that receives a milestone inspection report identifying serious deficiencies and then does nothing is building a recklessness case against itself.

The statute also carries criminal consequences for specific misconduct. Forging an election ballot is prosecutable as forgery. Stealing association funds is prosecutable as theft. Destroying or refusing access to official records to further a crime is prosecutable as tampering with evidence or obstruction of justice.²

Unpaid directors get an additional layer of federal protection under the Volunteer Protection Act of 1997, 42 U.S.C. § 14503. The federal law shields volunteers of nonprofit organizations from personal liability for harm caused while acting within their volunteer responsibilities, unless the harm was caused by willful or criminal misconduct, gross negligence, reckless misconduct, or conscious flagrant indifference to the rights or safety of the person harmed.⁷ It does not apply if the volunteer was operating a motor vehicle or was required to be licensed for the activity. For ordinary board work — approving budgets, enforcing rules, hiring contractors — the federal act backs up the state protections as long as the director serves without compensation and acts in good faith.

Both protections share the same boundary. They disappear when conduct becomes reckless, grossly negligent, or self-serving. The Florida Supreme Court addressed individual director liability in Siegel v. Division of Florida Land Sales, Condominiums & Mobile Homes, confirming that directors can face personal liability when their actions are grossly negligent or willfully violate statutory provisions.⁸ Attending meetings, reading the reports, asking questions, voting on informed judgment, and following through on professional recommendations are what keep the protections intact. Disengagement is what creates exposure.

1
Florida Senate. Florida Code Title XL Chapter 718 Section 718.111 – The Association
2
Florida Senate. Florida Statutes Chapter 718 Section 111 – The Association
3
Florida Senate. Senate Bill 4D – Building Safety
4
Florida Senate. Florida Statutes Chapter 718 Section 112 – Bylaws
5
Justia Law. Florida Code Title XL Chapter 718 Section 718.112 – Bylaws
6
MyFloridaLicense.com. Recall Guide for Condominiums
7
Office of the Law Revision Counsel. 42 USC 14503 – Limitation on Liability for Volunteers
8
Justia Law. Siegel v. Division of Florida Land Sales, Condominiums and Mobile Homes