Steven G. Rappaport | October 2026
The 2026 legislative session left Florida’s Condominium Act, Cooperative Act, and Homeowners’ Association Act untouched. That has led some boards to mistakenly assume nothing changed for them this year.
On July 1, 2026, HB 797 took effect, comprehensively revising Chapter 617 of the Florida Statutes and renaming it the Florida Nonprofit Corporation Act. The bill passed the House 114–0 and the Senate 36–0 and was signed in late June. It aligns Florida’s nonprofit law with the American Bar Association’s Model Nonprofit Corporation Act and with portions of the Florida Business Corporation Act.
Since nearly every condominium, cooperative, and homeowners’ association in Florida is organized as a nonprofit corporation, Chapter 617 governs much of how these associations operate as corporations, alongside the community association statutes. Every provision does not apply to every association, and where the association statutes address an issue directly, the interaction between the two requires a careful analysis. Several changes deserve every board’s attention.
A Statutory Standard of Conduct for Officers
Directors of community associations have long carried fiduciary duties under Chapters 718, 719, and 720. New Section 617.0844 adds an express standard of conduct for officers, who must act in good faith, with reasonable care, and in the corporation’s best interests. It also creates a duty to inform. An officer must report material information about the corporation to a superior officer or the board, along with any material violation of law involving the corporation, its board, or a board committee, and any material breach of duty by an officer, employee, or agent that has occurred or that the officer reasonably believes is likely to occur.
For associations where the president, treasurer, or secretary handles much of the day-to-day relationship with management and vendors, this duty has practical consequences. Officers should understand that problems they learn of are expected to reach the board.
A Clearer Framework for Conflicts of Interest
The Condominium Act and the Homeowners’ Association Act both require boards to follow Section 617.0832 when a director has a conflict of interest. HB 797 significantly revised that section. A conflicted transaction must be fair to the corporation at the time it is authorized. If the conflict is properly disclosed and a majority of the disinterested directors approve, the transaction is presumed valid, and a challenger bears the burden of proving it was unfair. If the board fails to follow the statutory procedure, the burden shifts to the interested director to prove fairness.
The practical message is that process now carries real legal weight. Disclosure, recusal, and a clear record in the minutes are the difference between a presumption in the board’s favor and a burden on the director.
Derivative Actions and Judicial Removal
New Sections 617.0741 through 617.0747 create a comprehensive framework for derivative actions, which are claims brought on behalf of the corporation against those whose conduct allegedly harmed it. The framework addresses standing, requires a demand on the corporation before suit, and establishes procedures for investigating and settling claims. Previously, Florida law offered limited guidance in this area.
HB 797 also establishes a mechanism for the judicial removal of a director. A court may remove a director found to have engaged in fraudulent conduct, grossly abused the position, or intentionally harmed the corporation, and may bar that person from seeking reelection for a period the court sets. The corporation may bring the action, or a member may pursue it derivatively.
For boards, the most important practical point is preparation. An association that receives a written demand should be ready to respond with a documented, good-faith process and with counsel involved from the start.
Records, Defaults, and Housekeeping
The new law confirms that articles of incorporation and bylaws cannot eliminate a member’s statutory right to inspect corporate records. It also revises record retention and financial disclosure requirements, the process for amending articles of incorporation, and the duties of registered agents.
Several new default rules apply when governing documents are silent, including one-year director terms, procedures for filling certain vacancies when members fail to elect a successor, and authority for 20 percent of the directors in office to call a board meeting. HB 797 repealed or renumbered provisions that many bylaws still cite, including former Section 617.07401 on derivative actions and Section 617.0822 on board meeting notice. Bylaws should be reviewed and renumbered accordingly through the amendment process in your bylaws.
What Boards Should Do Now
Review your bylaws and articles for references to repealed or renumbered sections of Chapter 617, and identify any areas where the new default rules may now apply because the documents are silent. Revisit your conflict-of-interest procedures so that disclosure, disinterested approval, and documentation follow the revised statute. Brief your officers on the new standard of conduct and the duty to inform. Establish, with counsel, how the association will respond if it receives a derivative demand. You should confirm that your records policies and registered agent information are current.
While HB 797 does not reshape the day-to-day life of most associations, it does change the legal framework within which boards make decisions and are held accountable for them. Boards that understand the new rules will be far better positioned than those that discover the changes in the middle of a dispute.
Steven G. Rappaport is an Equity Partner in the Community Associations Practice Group at Sachs Sax Caplan Kaskel & Schner, PLLC in Boca Raton, Florida.