General standards for directors

Common Elements summary — Section 617.0830 imposes the core fiduciary duties on directors of a Florida nonprofit corporation: good faith, the care of an ordinarily prudent person in a like position under similar circumstances, and in a manner the director reasonably believes to be in the best interests of the corporation. A director who relies in good faith on reports from officers, employees, professional advisors (attorneys, CPAs, engineers), or board committees is generally protected. This is the statutory basis for the business-judgment rule that Florida courts apply to HOA and COA board decisions. So long as a board acts informed, in good faith, and within its authority, courts will not second-guess the merits of the decision even if it turns out to be wrong. The protection has a price: directors who do not actually inform themselves before voting lose the shield. "I didn't read the engineer's report" is not a defense. Document what you reviewed and who you relied on in the minutes — that record is what your D&O carrier will reach for if litigation comes.

Not legal advice. Click through to the official source for statutory text.