Florida HOAs and COAs - Board Business Judgement Rule

Such a fine topic. I believe all states have a BJR in their corporations codes. So I think it's worth citing. Our soon-ex MC always distributed a copy to the new Board at the organizational meeting following the annual meeting. Our attorney attends the Org. Mtg. and always went over the purposes & meaning of the BJR with the new Board.

Though the Business Judgment Rule (BJR) is often cited to show that directors on an HOA board can avoid liability if they make erroneous decisions, i.e., "mistakes," BUT complied with the BJR.

But I like it a lot because it shows directors how to take seriously and how they should PRACTICE their roles as fiduciaries. The way I see it, a director cannot go wrong if they act (vote) with due diligence (vs. emotion or so-called "common sense") i.e., do the research or read the experts' opinion. This often is called the "duty of care." AND acts with the best interests of their association always at the top of their minds. This often is referred to as the "duty of loyalty."

FL 607.0830 General standards for directors.—
(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 is entitled to 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) In discharging his or her duties, a director may consider such factors as the director deems relevant, including the long-term prospects and interests of the corporation and its shareholders, and the social, economic, legal, or other effects of any action on the employees, suppliers, customers of the corporation or its subsidiaries, the communities and society in which the corporation or its subsidiaries operate, and the economy of the state and the nation.
(4) 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.
(5) 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.

The Lamden rule applies to "routine maintenance decisions."

The Lamden rule:

"Where a duly constituted community association board, upon reasonable investigation, in good faith and with regard for the best interests of the community association and its members, exercises discretion within the scope of its authority under relevant statutes, covenants and restrictions to select among means for discharging an obligation to maintain and repair a development’s common areas, courts should defer to the board’s authority and presumed expertise. Thus, we adopt today for California courts a rule of judicial deference to community association board decisionmaking that applies, regardless of an association’s corporate status, when owners in common interest developments seek to litigate ordinary maintenance decisions entrusted to the discretion of their associations’ boards of directors.” (Lamden, at 253.)

I assume you are talking about two different complaints: One made by Mr. Busybody against the new CAM, and a second one that someone is contemplating filing against Mr. Busybody (who holds his own license yada).

For the DBPR complaint against the new CAM's licensure, made by Mr. Busybody, the complaint has to be about performing "unlicensed business activity." Florida law 837.06 says making false statements in such a complaint is a misdemeanor. Otherwise I think there is a lot that may fall under "unlicensed business activity." I doubt you can do much about Mr. Busybody here.

For the suggested DBPR complaint against Mr. Busybody: He is not performing any "business activity" when he files a complaint against another CAM, so I do not think this suggested DBPR complaint will get any traction.

Some CAM certification authorities have ethics guidelines and take complaints about alleged violations of ethics guidelines. You would have to say whether and how Mr. Busybody is certified for me to say more.

Some guidance from Florida statutes:

A complaint is legally sufficient if it contains ultimate facts that show that a violation of this chapter, of any of the practice acts relating to the professions regulated by the department, or of any rule adopted by the department or a regulatory board in the department has occurred.

You might find this helpful: https://www.myfloridalicense.com/viewcomplaint.asp?SID=&licid=2397074. Excerpt:

Community Association Managers Professional Standards
Violation of any provision of Section 455.227(1), F.S. or any part of Rule 61E14-2.001. F.A.C. shall subject the licensee or registrant to disciplinary measures as set out in Section 468.436, F.S.

Here is 455.227:

http://www.leg.state.fl.us/Statutes/index.cfm?App_mode=Display_Statute&URL=0400-0499/0455/Sections/0455.227.html

Start googling for the other laws, and start reading, looking for something that says a CAM licensed per CAM laws in Florida cannot do xyz when not on the job. If the statutes are overwhelming (and I believe they will be), you can always be frivolous and submit whatever complaint you want, at some risk to you legally . The DBPR will just dismiss it if it does not hold water. Or you can hire an attorney now to research this for you.

If you specify exactly which applicable statute section was violated, your complaint would go further.

I believe doctors have much stricter ethical standards, on account of the stakes (someone's life) typically being involved.

My advice to you is to consider (1) the amount of time and energy you would have to put into this; how much vindictiveness is driving this when the reality may be that little to no harm was done; (3) are you just trying to "get" this person?; (4) what will the cost to your own reputation be for submitting a complaint?