Fla. Chapt.720 & 617 Clarification Please

RW1 (Texas)
Posts: 149

Posted:

I am going to be as specific as possible with my question to help narrow the scope of the responses.

My HOA was incorporated as "a not-for-profit Florida corporation", in Sept. '98, in accordance with Chapter 617.001.

There has been no amendments, "refreshing", or re-recording of our docs. since Chapt. 720 came into existence.

It has been a while since I looked through 617 but I thought it had references to the corporation's officers. I thought I remembered something describing the officers' respective duties and possibly more important their "powers".

My specific question is:
Can any provision(s) of Chapt. 617 STILL BE APPLIED to or HOA or BOD now?

Why am I asking this?
I want to be confident that someone can't "point" or make reference to Chapt.617 and claim it gives an officer or BOD the authority to act in a manner that, in my opinion, violates our bylaws.

It regards money (of course) as a result of the authorization (and execution) of a contract for repair services to common elements on our property PRIOR to the BOD voting to approve it.

There may be a provision in the Prop. Mgmt. Co. contract that allows them to spend up to $5000 without BOD approval but i want to eliminate 617 now (and forever?).

Thanks in Advance...

RW1

NancyD1 (Florida)
Posts: 447

Posted:

This is an excellent question, very thought provoking! You can really challenge someone with one.

The re-recording of doc's are not what makes a NFPC fall under 617, the Articles of Incorporation are. Have you have filed the Articles under FL 617 or FL 720? The By-Laws have to be attached to the Articles when it is incorporated under FL 720.

Your question can 617 still be applied to a HOA or BOD now? Yes. Why? You are still incorporated under fl 617.

Your BOD still has to follow your By-Laws.

If you want to get rid of FL 617, on Jan 1, 2008 re-incorporate your Articles with attached by-laws and file under FL720. This will rid you of a lot of headaches. There is to much wiggle room in 617 for a HOA.

617.0802 Qualifications of directors.--

(1) Directors must be natural persons who are 18 years of age or older but need not be residents of this state or members of the corporation unless the articles of incorporation or bylaws so require. The articles of incorporation or the bylaws may prescribe additional qualifications for directors.

(2) In the event that the eligibility to serve as a member of the board of directors of a condominium association, cooperative association, homeowners' association, or mobile home owners' association is restricted to membership in such association and membership is appurtenant to ownership of a unit, parcel, or mobile home, a grantor of a trust described in s. 733.707(3), or a beneficiary as defined in 1s. 737.303(4)(b) of a trust which owns a unit, parcel, or mobile home shall be deemed a member of the association and eligible to serve as a director of the condominium association, cooperative association, homeowners' association, or mobile home owners' association, provided that said beneficiary occupies the unit, parcel, or mobile home

617.0821 Action by directors without a meeting.--

(1) Unless the articles of incorporation or the bylaws provide otherwise, action required or permitted by this act to be taken at a board of directors' meeting or committee meeting may be taken without a meeting if the action is taken by all members of the board or of the committee. The action must be evidenced by one or more written consents describing the action taken and signed by each director or committee member.

(2) Action taken under this section is effective when the last director signs the consent, unless the consent specifies a different effective date.

(3) A consent signed under this section has the effect of a meeting vote and may be described as such in any document.