Florida rewrote the nonprofit corporation act — and the standard your board is judged by went with it
Florida rewrote the nonprofit corporation act — and the standard your board is judged by went with it
2026-09-10 · Florida · Legislation
What happened. Florida rewrote the statute that supplies the baseline duty of care and the personal-liability shield for community association directors. CS/CS/HB 797 was approved on 25 June 2026, became Chapter 2026-168, Laws of Florida, and took effect on 1 July 2026. It passed the House 114-0 and runs to 190 sections.1
Most Florida condominium and homeowners' associations are incorporated under Chapter 617. Very little coverage has connected this act to them, which is why it is worth setting out carefully.
A new name, and two rewritten sections
Section 617.01011 renames the statute the Florida Nonprofit Corporation Act. Two provisions inside it do the work that reaches association boards: s. 617.0830, the general standards for directors, and s. 617.0834, the immunity provision. The first is a substantial rewording; the second is amended.
The Legislature made the connection explicit. Section 189 of the act reenacts s. 718.111(1)(d) — the condominium fiduciary-duty provision — “for the purpose of incorporating the amendment made by this act to sections 617.0830 and 617.0834.” The History note on s. 718.111 now records “s. 189, ch. 2026-168.”2
The standard of care, restated
Section 617.0830 is now framed in two parts: a director must act in good faith and in a manner the director reasonably believes is in the best interests of the corporation, with the care standard stated separately for decision-making and for oversight. The rewrite adds a codified right to rely on officers, counsel, accountants and board committees, and an express statement that “a director is not a trustee.”
That last clause is not decorative. Trustee-level duties are a materially heavier standard than corporate directors' duties, and the distinction has been litigated against volunteer association boards for years.
The immunity provision, and what was struck from it
The change in s. 617.0834 is best understood by what came out. The previous provision confined immunity to acts “regarding organizational management or policy.” That limiter is deleted. A director or officer of a qualifying nonprofit is now “not personally liable for monetary damages to the corporation or any person for any statement, vote, decision to take or not, or failure to take an action, as a director or an officer” — a considerably broader frame than management-or-policy acts.
The exceptions are unchanged in kind — criminal conduct, an improper personal benefit — but the culpability exception is now split by forum, and the two halves are not the same:
- In a derivative proceeding (“by or in the right of the corporation”): “conscious disregard for the best interest of the corporation, or willful or intentional misconduct.”
- In a third-party suit: “recklessness or an act or omission… in bad faith or with malicious purpose or in a manner exhibiting wanton and willful disregard of human rights, safety, or property.”
The House Final Bill Analysis characterises the section as expanding “personal liability protections to directors and officers of all nonprofit corporations.”3 Practically: an owner suing a director directly and an association suing its own former director are now measured against different tests.
Where the rewrite expressly does NOT reach associations
This is the half most likely to cause unnecessary alarm, so it deserves to be enumerated. The act carves community associations out of several of its new default rules. Association records, member meetings and member voting continue to be governed by Chapters 718, 719 and 720 — not by the new Chapter 617 defaults.
- Records. Section 617.1606 provides that ss. 617.1601–617.16051 “do not apply to a corporation that is an association, as defined in s. 720.301, or a corporation regulated under chapter 718 or chapter 719.” The new corporate records and inspection regime does not displace s. 718.111(12) or s. 720.303(4) and (5).
- Member meetings. Section 617.0701(6) excludes associations, corporations regulated by Chapters 718, 719, 720, 721 or 723, and any corporation where membership is required by a recorded document, from the new meeting-call and waiver-of-notice subsections.
- Member voting. Section 617.0721(9) excludes s. 720.301 associations and Chapter 718 or 719 corporations from the new voting defaults.
- Membership admission. Section 617.0601(9) excludes s. 720.301 associations.
- Refunds. Section 617.0505(3) confirms associations “may make refunds to its members” without those being treated as prohibited distributions.
- Charitable purpose. The definition “does not include an association organized under chapter 718, chapter 719, chapter 720, or chapter 721.”
- Developer-appointed directors. Section 617.0901 provides that “director” as used in the corporate indemnification provisions “does not include a director appointed by the developer” to a condominium, cooperative, homeowners' or timeshare board.
Emergency powers were reenacted, not expanded
Sections 183 to 185 of the act reenact ss. 718.1265(1), 719.128(1) and 720.316(1) — the emergency-powers statutes boards have used after every hurricane since 2004. No word of those statutes changed. Each reenactment is stated to be “for the purpose of incorporating the amendment made by this act to section 617.0830… in a reference thereto.”
The consequence is real but indirect: a board exercising emergency powers is now measured against the rewritten duty-of-care formulation. Anyone describing this as “new emergency powers” has misread it.
What a board and its counsel should do
Three concrete items, none of which is urgent but all of which are cheap now and expensive later.
Re-brief the liability advice. Board-liability memoranda and director orientation materials written against pre-2026 case law are describing a superseded standard, particularly the deleted “organizational management or policy” limiter and the new forum split.
Revisit indemnification resolutions. Association indemnification provisions frequently track the statutory language. Where they do, confirm whether they track the old text, and whether that is now narrower than the statute permits.
Raise it at D&O renewal. Directors and officers coverage is priced against the exposure the statute creates. A broadened statutory shield and a bifurcated culpability test are underwriting facts, and renewal is the natural moment to put them in front of the carrier.
What to watch next
The same act rebuilt the interested-director transaction test and created new standing and pre-suit demand requirements for derivative claims — the latter with no visible association carve-out, unlike the provisions listed above. Both are covered separately. Neither has been construed by a Florida appellate court yet, which is the honest state of play: the text is settled, its application to a 400-unit condominium board is not.
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