Florida Community Associations Should Understand New Changes to Not-for-Profit Corporation Act

Effective July 1, 2026, Florida’s Not-For-Profit Corporation Act (Chapter 617, Florida Statutes) undergoes one of its most significant revisions in more than fifteen years. Through a recent legal update (HB 797), the Florida legislature has modernized many of the statutes governing nonprofit corporations by aligning Chapter 617 with the American Bar Association’s Model Nonprofit Corporation Act and portions of Florida’s Business Corporation Act.

Most community associations are organized as Florida not-for-profit corporations, meaning Chapter 617 governs many aspects of their corporate structure and operations in addition to Chapters 718 and 720.

Board members and community association managers should become familiar with the new law and consult their association’s attorney regarding changes that could affect governance, corporate records, elections, and director responsibilities.

Expanded Corporate Record Requirements

HB 797 revises the corporate records that nonprofit corporations must maintain and establishes minimum retention periods for certain records. The legislation also expands financial disclosure obligations and establishes timelines for providing required financial information to members.

For community associations, this serves as another reminder that accurate recordkeeping remains an essential board responsibility. Boards should work with their association’s legal counsel to ensure meeting minutes, financial records, governing documents, and other required corporate records are properly maintained and readily accessible.

Member Inspection Rights

The legislation also addresses members’ rights to inspect corporate records. HB 797 makes clear that an association cannot eliminate a member’s statutory right to inspect records through its articles of incorporation or bylaws.

Because condominium and homeowners’ associations already have detailed statutory record inspection requirements (under Chapters 718 and 720), boards should understand how Chapter 617 interacts with those existing obligations.

Clarification of Director Duties and Conflicts of Interest

The legislation modernizes several provisions governing directors. Among other changes, HB 797:

• Establishes statutory standards of care for directors
• Revises conflict-of-interest procedures
• Clarifies how challenged transactions are evaluated
• Provides additional guidance regarding director decision-making

Although Florida community association statutes already impose fiduciary obligations on directors, these revisions provide additional corporate governance guidance under Chapter 617.

New Rules Regarding Board Vacancies and Meetings

HB 797 includes several governance provisions that Florda community associations should note, Including:

• Establishing default one-year director terms unless governing documents provide otherwise
• Creating default procedures for electing directors
• Allowing boards to fill certain vacancies after three months if members fail to elect a successor
• Allowing 20% of directors then in office to call a board meeting

Some associations already address these issues in their governing documents or are governed by Chapters 718 or 720. Nevertheless, boards should understand the new default rules because they may apply when governing documents are silent.

Changes Affecting Articles of Incorporation

HB 797 also revises procedures for amending a nonprofit corporation’s articles of incorporation. With limited exceptions, amendments generally require approval by both the board of directors and the members. The legislation also establishes notice requirements, voting standards, and filing procedures for amendments.

Associations considering amendments to their articles should work closely with experienced legal counsel to ensure compliance with both Chapter 617 and the statutes governing community associations.

Increased Liability Protections for Directors and Officers

HB 797 expands statutory liability protections for directors and officers acting within the scope of their corporate duties and establishes standards of care applicable to officers as well.

These protections do not eliminate fiduciary duties or excuse misconduct, but they provide additional statutory guidance regarding the responsibilities and protections afforded to nonprofit corporate leadership.

Legal Resource

HB 797 provides a comprehensive update to Florida’s Not For Profit Corporation Act. Although many provisions modernize existing corporate law, others affect board governance, corporate records, director responsibilities, member rights, and corporate procedures.

Because virtually every Florida condominium and homeowners’ association operates as a Florida not-for-profit corporation, boards and community association managers should understand these changes and consult their association attorney regarding compliance and implementation. This new legislation serves as an excellent opportunity to review:

• Articles of Incorporation
• Bylaws
• Board governance procedures
• Record retention practices
• Director orientation materials
• Conflict-of-interest policies
• Election procedures

Questions about these recent legislative updates? Do not hesitate to contact KSN.

Please call our law firm at 855-537-0500 or visit www.ksnlaw.com.

Since 1983, KSN has been a legal resource for condominium, homeowner, and townhome associations. Additionally, we represent clients in real estate transactions, collections, landlord/tenant issues, and property tax appeals. We represent thousands of clients and community associations throughout the US with offices in several states including Florida, Illinois, Indiana, and Wisconsin.

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