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Fla. Stat. Chapter 617
The Florida Not For Profit Corporation ActFlorida's general nonprofit corporation statute. Section 617.1703 addresses its application to associations regulated by Chapters 718, 719, 720, 721, and 723. The applicable association chapter controls where it conflicts with Chapter 617 or otherwise provides; additional exclusions appear in section 617.1703. Consult the official text and the law applicable to the association.Official source on leg.state.fl.us
§ 617.0825
Common Elements summary — Section 617.0825 addresses the creation, composition, authority, and limits of board committees and advisory committees. Subsection (9) contains association-specific committee exceptions. Consult the linked official 2024 text for the complete provisions.
§ 617.0830
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.
§ 617.0832
Common Elements summary — Section 617.0832 governs how a board handles a transaction in which a director has a personal financial interest. The transaction is not automatically void, but it must be approved either (a) by a majority of the disinterested directors after full disclosure of the conflict, or (b) by the members after full disclosure, or (c) the transaction must be fair to the corporation at the time it is authorized. For HOA and COA boards this section is the legal frame for the recurring question: "Can a board member's spouse, business, or relative get a contract from the association?" The answer is yes if the conflict is disclosed, the interested director recuses, and the remaining disinterested directors approve — and ideally if the deal is on arm's-length terms documented against competitive bids. The mistake boards make is treating the disclosure as optional or burying it in the minutes in vague language. Spell out the conflict in writing, identify the interested director by name, and record the recusal. A clean record under 617.0832 turns a future "self-dealing" lawsuit into a paper-tiger claim.
§ 617.0834
Common Elements summary — Section 617.0834 grants uncompensated officers and directors of qualifying Florida nonprofit corporations — including most HOAs and COAs — immunity from civil liability for any act or omission performed in their official capacity, provided the act or omission was not in bad faith, was not malicious, and was not in reckless disregard for the rights or property of others. This is one of the most important sections in the chapter for volunteer board members. Combined with the business-judgment rule under 617.0830, it means that a board member who serves without compensation and acts in good faith is almost never personally liable for a board decision. The corporation (and its D&O policy) carries the exposure. Caveats: the immunity does not extend to compensated directors (treat any honorarium carefully), does not protect against criminal acts or willful misconduct, and does not bar suits against the corporation itself. Boards should still buy a real D&O policy, but 617.0834 is why your volunteer treasurer is not going to lose her house over a budget vote.
§ 617.1601
Common Elements summary — Section 617.1601 lists the records every Florida nonprofit corporation must keep: articles of incorporation and amendments, bylaws and amendments, minutes of all members' and board meetings (including written consents in lieu of meetings), a list of the names and business addresses of current directors and officers, the most recent annual report filed with the Department of State, all financial statements for the past three years, and accounting records sufficient to show the corporation's financial condition. For HOA and COA boards this list is the floor — Chapter 718.111(12) and Chapter 720.303(4) layer on additional records (insurance policies, contracts, ballots, sign-in sheets, etc.) and tighter retention rules. If a member asks for "the corporate records," 617.1601 is the baseline of what you must produce. The retention rule everyone gets wrong: financial statements must be kept for at least three years. Most associations should keep them indefinitely as a matter of practice, because three years is shorter than every statute of limitations that matters for a financial dispute.
§ 617.1602
Common Elements summary — Section 617.1602 gives every member of a Florida nonprofit corporation the right to inspect and copy any of the records listed in 617.1601, at a reasonable time and on five business days' written notice describing with reasonable particularity the records the member wants to see and the purpose. The corporation may impose a reasonable charge for the cost of copies. For HOA and COA boards this section provides the corporate-law backstop to the member-records right in 718.111(12) and 720.303(5). The chapter-specific rules generally control where they conflict (they typically require faster turnaround and impose statutory damages for refusal), but 617.1602 fills any gap. The trap for boards: the right is broad. "Reasonable particularity" is a low bar. Refusing access because the member's purpose seems unfriendly, or because the board is annoyed, is the fastest way to convert a paperwork dispute into a damages claim with attorney's fees on top. When in doubt, produce — and let your attorney draft any narrowing letter that goes with the production.
§ 617.1603
Common Elements summary — Section 617.1603 narrows the broad inspection right in 617.1602 for sensitive categories. A member who wants to inspect (a) excerpts from minutes of board meetings (other than members' meetings), (b) the accounting records, or (c) records of the corporation other than those listed in 617.1601, must make the request in good faith and for a proper purpose, must describe with reasonable particularity the purpose and the records, and the records requested must be directly connected to that purpose. In plain English: the chapter-mandated records (articles, bylaws, members' meeting minutes, financial statements, etc.) are open by default. Board-meeting deliberations, raw accounting books, and miscellaneous internal records are open only on a showing of proper purpose. For HOA and COA boards, this is the basis for legitimately declining a fishing expedition into board executive-session minutes or detailed accounting workpapers. The trick is to decline carefully — refuse only the narrow category that 617.1603 actually narrows, produce everything else, and put the reason in writing. Florida courts are unsympathetic to associations that hide behind 617.1603 to deny obviously open records.
§ 617.1604
Common Elements summary — Section 617.1604 lets a member who has been wrongfully denied inspection of corporate records sue the corporation in circuit court for an order compelling production. If the court finds the corporation refused inspection without a reasonable basis, it may order the corporation to pay the member's costs and reasonable attorneys' fees. For HOA and COA boards this is the statutory hammer behind the records-inspection right. The fee-shifting provision is the part that hurts: a $50 records dispute becomes a $25,000 attorneys'-fees award if the board stonewalls long enough to make the member file suit. The rule for boards: if a member's records request is at all colorable, produce. If you genuinely believe the request is improper, send a written declination that cites the specific narrowing provision (typically 617.1603) and offer to produce everything else. The combination of partial production plus a documented reason for the narrowing is what defeats a fee award.
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