Florida Statutes Chapter 617: Nonprofit Corporations Act (HB 797 Rewrite, 2026)

Quick Answer

Chapter 617 of the Florida Statutes is the Florida Not For Profit Corporation Act, the corporate law behind most condominium and homeowners' associations. CS/CS/HB 797 (ch. 2026-168) rewrote large parts of it effective July 1, 2026, the first major update in more than 15 years according to House staff. New or rewritten sections include director standards (§ 617.0830), conflict of interest transactions (§ 617.0832), liability of directors and officers (§ 617.0834), officer standards of conduct (§ 617.0844) and judicial removal of directors (§ 617.08091). Chapters 718 and 720 point back to chapter 617, but how every new provision applies to an association is not settled by the text we read, so ask counsel.

At a Glance

What the Law Says

How the chapter is organized

The 2026 contents index lists sections from § 617.01011 (short title) to § 617.221 (membership associations). The groups include: filing and formation (§§ 617.01201 to 617.0207); corporate powers (§§ 617.0301 to 617.0304); names, registered agents and distributions (§§ 617.0401 to 617.0505); members (§§ 617.0601 to 617.0608); member meetings, voting, quorum and derivative proceedings (§§ 617.0701 to 617.0747); directors and officers (§§ 617.0801 to 617.0844); amendment of articles (§§ 617.1001 to 617.1009); mergers (§§ 617.1101 to 617.1107); dissolution (§§ 617.1401 to 617.1440); foreign corporations (§§ 617.1501 to 617.1532); corporate records (§§ 617.1601 to 617.1623); domestication and conversion (§§ 617.180301 to 617.1809); and miscellaneous provisions.

Provisions we read in the current text

• Director standards, § 617.0830: each director must act "in good faith" and "in a manner such director reasonably believes is in the best interests of the corporation," and must discharge duties "with the care that an ordinary prudent person in a like position would reasonably believe appropriate." A director who lacks knowledge making reliance unwarranted may rely on officers or employees, legal counsel, accountants and other professionals within their expertise, and board committees. "A director is not a trustee."
• Conflict of interest, § 617.0832: defines a "director's conflict of interest transaction" and says such a transaction that is "fair to the corporation" at the time it is authorized is not void or voidable. The challenger carries the burden of proving unfairness if the material facts were disclosed and a majority of qualified directors approved it (but not by a single director alone), or if disinterested members approved it. Otherwise the party defending the transaction must prove fairness.
• Liability, § 617.0834: a director or officer "is not personally liable for monetary damages" for a decision or failure to act unless the person breached or failed to perform duties and the breach amounts to one of four things: a violation of criminal law (unless the person had reasonable cause to believe the conduct was lawful), a transaction yielding an improper personal benefit, in a proceeding by or in the right of the corporation or a member "conscious disregard for the best interest of the corporation, or willful or intentional misconduct," or in other proceedings recklessness, bad faith, malicious purpose or wanton and willful disregard of human rights, safety or property. In this section "officer" means a person who serves "without compensation except reimbursement for actual expenses."
• Officers, § 617.0844: officers must act in good faith and in the corporation's best interests, with ordinary-prudent-person care, and have a duty to inform superiors or the board of material information and of any actual or probable material violation of law or breach of duty.
• Judicial removal, § 617.08091: a court in the county of the corporation's principal office may remove a director if it finds the director "engaged in fraudulent conduct with respect to the corporation or its members, grossly abused the position of director, or intentionally inflicted harm on the corporation," and that removal is in the corporation's best interest considering the inadequacy of other remedies. Only a member, an officer or a director may bring the action. A member action must be filed by, or joined by, members with at least 10 percent of the voting power. The court may also bar the director from reelection for a period it sets.

What House staff say the bill does

The House Commerce Committee staff analysis (February 11, 2026, of the committee substitute that both chambers later passed) says the bill conforms chapter 617 to the Model Nonprofit Corporation Act and aligns it with the Florida Business Corporation Act. Among other points, it reports that the bill:

• removes the distinction between mutual benefit and other nonprofit corporations;
• prohibits articles or bylaws from limiting a member's right to inspect the corporate record, while letting a corporation impose reasonable restrictions on use of information;
• reduces the minimum number of directors to one, keeping three for 501(c)(3) organizations, and sets a default one-year director term;
• allows the board to fill a vacancy after three months if members fail to elect a successor;
• raises the default minimum for members to call a special meeting from 5 percent to 10 percent of votes entitled, unless the articles or bylaws provide otherwise;
• adds default proxy rules, grants directors and officers standing in derivative proceedings, allows complaints without prior notice when notice would be futile, and revises mergers, dissolution, domestication and conversion.

This is a staff summary, not the statute. We did not read the enrolled bill in full (the Senate's citation table for it runs past page 300), so treat these points as pointers for counsel rather than settled requirements for associations.

How chapters 718 and 720 connect to chapter 617

• § 718.111(2): the powers and duties of a condominium association include those in the declaration and bylaws and "part I of chapter 607 and chapter 617, as applicable," "except as expressly limited or restricted in this chapter."
• § 718.111(1)(d) cites §§ 617.0830 and 617.0834 for officer and director duties and liability. § 720.303(1) says HOA officers and directors "are subject to s. 617.0830."
• § 720.3033(2) requires compliance with § 617.0832 for director contracts, plus two-thirds board approval, minute disclosure and disclosure to members.
• § 720.303(9): §§ 617.1601 to 617.1604 "do not apply to a homeowners' association in which the members have the inspection and copying rights set forth in this section."
• The history lines of §§ 718.111 and 720.3033 list ch. 2026-168 as an amending act.

What This Means in Practice

For boards

Most boards will feel this law in three places: the standard of care (now stated in the 2026 text of § 617.0830), the conflict-of-interest procedure (important when a director or relative bids on association work), and the new ability for members to ask a court to remove a director for fraud, gross abuse or intentional harm.

Our reading: for corporations governed by a specific association statute, the specific section generally controls where it speaks (for example, recall rules in § 718.112(2)(l) and § 720.303(10)), and chapter 617 fills gaps. That is an interpretation, not a holding. Whether a member of an association can use § 617.08091 in addition to the recall statutes is an open question.

For owners

Owners who are members of an association corporation may have a new court route in § 617.08091, but only if members with at least 10 percent of the voting power bring or join the action, and only for fraud, gross abuse or intentional harm. The section does not replace recall.

What the law does not say

• The section text does not say which new default rules (such as the one-year term or the 10 percent special meeting default) yield to the association statutes or to the declaration and bylaws. Articles and bylaws can override many defaults, according to the staff analysis.
• Chapter 617's liability limit is not blanket immunity. The bill's summary language says "liability immunity," but § 617.0834 keeps the four exceptions listed above.
• We did not compare the old and new text of §§ 617.0830, 617.0832 and 617.0834 line by line, so we do not describe each change.

Timeline

Related Florida Law

• HB 797 (2026): nonprofit corporations act rewrite
• §§ 617.0830 to 617.0834: director duties and liability
• § 718.3027: director conflicts of interest
• § 720.3033: HOA director education and duties
• Chapter 718: the Condominium Act
• Chapter 720: the Homeowners' Association Act
• § 718.111: official records, insurance and financial reporting
• Florida HOA laws complete guide

Board Checklist

• Confirm which statute your association was incorporated under (chapter 617, or part I of chapter 607).
• Ask counsel to compare your articles and bylaws with the 2026 chapter 617 defaults (director terms, special meeting percentages, proxies, vacancies).
• Review the conflict of interest procedure against § 617.0832 and the association statute: disclosure, qualified-director vote, minutes.
• Keep a record of the information, advice and professional reports directors rely on when making decisions.
• Brief directors and officers on the officer standards in § 617.0844, including the duty to report material violations upward.
• Check D&O insurance wording against the 2026 liability section and ask the carrier or broker about changes.
• Do not assume the new judicial removal route changes recall procedures. Keep following the recall statute.

Frequently Asked Questions

What is Florida Chapter 617?

The Florida Not For Profit Corporation Act. It covers formation, members, meetings, directors and officers, mergers, dissolution and records for Florida not-for-profit corporations.

Does Chapter 617 apply to my HOA or condo association?

If the association is incorporated under it, yes. Section 720.302(5) says HOAs are governed by chapter 617 if incorporated under it, and § 718.111(2) includes chapter 617 "as applicable" in a condominium association's powers. The association statutes limit or replace some provisions.

When did the 2026 rewrite take effect?

July 1, 2026. CS/CS/HB 797 was approved on June 25, 2026 as chapter 2026-168.

Are directors immune from personal liability?

Not completely. Under § 617.0834, a director or officer is not personally liable for monetary damages unless a breach of duty also amounts to a criminal violation, an improper personal benefit, conscious disregard or willful misconduct, or recklessness or bad faith, depending on who sues.

Can a court remove a director?

Under § 617.08091, a court may remove a director for fraudulent conduct, gross abuse of the position or intentionally inflicting harm, if removal is in the corporation's best interest. A member action requires members with at least 10 percent of the voting power.

Does the HB 797 rewrite change member record inspection rights?

House staff report that the bill bars limits on member inspection rights in the articles or bylaws. For HOAs, § 720.303(9) says §§ 617.1601 to 617.1604 do not apply where members have inspection rights under § 720.303.

Who must disclose a director conflict?

Section 617.0832 sets how conflicts are approved and challenged. For HOAs, § 720.3033 adds minute disclosure, two-thirds board approval and member disclosure for contracts with directors or their entities.

Where This Comes From

We read the contents index for chapter 617 and the current text of §§ 617.0830, 617.0832, 617.0834, 617.0844 and 617.08091 in the 2026 Florida Statutes at leg.state.fl.us. We also read the Florida Senate bill page for CS/CS/HB 797 (history, votes, effective date, chapter number), the House Commerce Committee staff analysis, and the cross-referencing text of §§ 718.111, 720.302, 720.303 and 720.3033. We did not read the full enrolled bill or any case applying the new provisions to associations.

How APM Helps

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Legal disclaimer: This article is general information, not legal advice. Laws change and associations differ. Confirm the current statute text and how it applies to your governing documents with a licensed Florida attorney before acting.