It was a relatively quiet and uneventful legislative session for community associations. The Florida House passed HB 657, a wide‑ranging bill addressing community association governance, including provisions relating to HOA termination and dispute resolution, creation of a community association related court program, as well as a requirement for associations to vote on whether to implement “Kaufman Language” in their governing documents, among other issues. While the bill passed the House by a 108–2 vote, the Florida Senate did not take up or advance a companion bill, and no Senate committee hearings occurred on parallel legislation.
Another set of proposed companion bills, SB 822 and HB 465, sought to impose mandatory professional management by a licensed community association manager and community association management firm on associations whose revenue exceeds certain monetary thresholds, among other provisions relating to the insurance, licensure, and regulation of managers and management firms.
Given the conclusion of the legislative session, these bills and their subject matter are merely academic unless taken up in the future.
That being said, community associations must be aware of changes that will affect them as not-for-profit corporations. The Florida House and Senate have approved HB 797 (2026), a comprehensive revision to Florida’s Not For Profit Corporation Act (Chapter 617). While the bill does not amend the Condominium Act (Chapter 718), it still affects condominium associations because most Florida condominium associations are organized as not‑for‑profit corporations and are governed by Chapter 617 where Chapter 718 is silent —particularly in governance disputes, procedural challenges, and some aspects of litigation.
This article highlights specific changes made by HB 797, explains what is different from prior law, and clarifies how those differences may surface in real condominium governance situations.
1. Written Consents and Action Without a Meeting
Before HB 797, Chapter 617 permitted members to take action without a meeting by written consent. HB 797 clarifies the rules governing written action by members under Chapter 617, confirming that corporate action may be taken without a meeting if the required number of members consent in writing, including through electronic records, unless restricted by the governing documents (now including reference to the Bylaws in addition to the Articles of Incorporation). Additionally, the law clarifies a requirement to notify not only those members entitled to vote who did not participate in the action by written consent, but also members who were not entitled to vote.
2. Remote Participation and Electronic Notice: Expanded and Modernized
Prior versions of Chapter 617 permitted remote participation and electronic notice. However, HB 797 expressly expands and clarifies:
- Participation in meetings through remote communication
- Use of electronic notice when authorized
- Reliance on electronic records for corporate actions
3. Derivative Lawsuits and Director Standards
Chapter 718 does not regulate derivative actions—lawsuits brought by owners on behalf of the association alleging board or officer misconduct. Instead, courts have applied the derivative lawsuit framework from the not-for-profit corporation act to derivative lawsuits brought in relation to community associations. HB 797 updates Chapter 617’s derivative action framework.
HB 797 also updates Chapter 617’s provisions concerning director and officer standards of care and conflicts of interest. In particular, HB 797 expressly clarifies that officers, like directors, must act:
- In good faith
- With reasonable care
- In the best interests of the corporation
HB 797 provides clearer statutory benchmarks courts will use when evaluating officer conduct, especially where authority is questioned. While HB 797 also updates certain provisions relating to partial immunity from liability for corporate directors and officers, director and officer qualified immunity is already very specifically addressed in the Condominium Act and Homeowners’ Association Act respectively.
4. Judicial Removal of Directors: Clearer Statutory Authority
Chapter 718 provides recall procedures, but Chapter 617’s provisions for court‑ordered removal of directors were less clearly articulated. HB 797 clarifies the circumstances under which a court may remove a nonprofit director for conduct such as fraud or abuse of authority. These changes do not replace recall rights, but arguably create an issue of whether these provisions provide a clearly defined alternative judicial remedy that may be invoked in extreme cases where recalls fail or where governance breakdowns occur. Note that this is in line with recent trends in which Chapter 718 has been amended in recent years to increase the circumstances in which directors may become suspended or removed from office by operation of law.
5. Board Vacancies and Continuity: Reduced Risk of Paralysis
Older statutory language left room for arguments that boards lacking full membership could not act. HB 797 clarifies nonprofit rules governing board vacancies and confirms a board’s ability to continue operating despite vacancies. For associations struggling to fill board seats, this clarification could support operational continuity and reduces the risk of court intervention or governance paralysis.
THE PRACTICAL TAKEAWAY FOR BOARDS AND MANAGERS
HB 797 does not change condominium operations day‑to‑day, and it does not override Chapter 718. What it does is modernize and clarify the corporate law framework that fills in gaps left by Chapter 718 or Chapter 720.
…
THE INFORMATION CONTAINED IN THIS ARTICLE HAS BEEN PREPARED FOR INFORMATIONAL PURPOSES AND DOES NOT CONSTITUTE PROFESSIONAL ADVICE. YOU SHOULD NOT ACT UPON THE INFORMATION CONTAINED IN THIS ARTICLE WITHOUT OBTAINING SPECIFIC PROFESSIONAL ADVICE.ON CONTAINED IN THIS ARTICLE HAS BEEN PREPARED FOR INFORMATIONAL PURPOSES AND DOES NOT CONSTITUTE PROFESSIONAL ADVICE. YOU SHOULD NOT ACT UPON THE INFORMATION CONTAINED IN THIS ARTICLE WITHOUT OBTAINING SPECIFIC PROFESSIONAL ADVICE.
