Meet the WTA Board

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 FS 719 and BOD responsibilities  On occasion, provisions in the governing documents may cover the same topic. If the  documents conflict, a court will generally give the greatest weight to the articles of  incorporation, then the bylaws and then the rules and regulations, however, The Division of  Florida Condominiums, Timeshares, and Mobile Homes, with its rules found in Chapter 61B of  the Florida Administrative Code and Florida Statute 719, the Cooperative Act, may take  precedence over the cooperative’s documents in a dispute. It is the purchasers, not the board  members, who generally have the power to amend the Articles of Incorporation and the  Bylaws. Purchasers also have a right to vote at regularly scheduled Shareholder Meetings, and  to attend and speak at board of directors and committee meetings.  Role of the Board of Directors  In any cooperative association, the board's role is to provide the leadership necessary to fill the  fundamental purpose of the cooperative association to protect, preserve, and enhance both  the physical assets of the association and the quality of life of the residents.  Section 3 of 45  Roles & Responsibilities  Purchasers (also called Shareholders or Unit Owners)  Board Members and Officers of the Board  Committees  An undivided share in the assets of the association. The exclusive right to use that portion of  the common areas as may be provided by the cooperative documents. An undivided share in  the common surplus (the excess of all receipts of the association over the amount of common  expenses) attributable to the unit. Any other appurtenances provided for in the cooperative  documents. When a unit is leased, the tenant has all use rights in the association property  available for use generally by the unit owner; the unit owner no longer has those rights except  as a guest.  Generally, boards have the authority to set goals, standards, and policies for the cooperative  association; to enforce the governing documents; to maintain the property; to maintain the  association's financial stability; to purchase adequate insurance; to enter into contracts  for services; to create and supervise committees; and to conduct annual meetings and board  meetings.  The board's authority to act on behalf of the cooperative association is not, however, unlimited.  The governing documents and sometimes the law grant the board the authority and obligation  to act. Some State and Federal statutes restrict the board's authority to act. The Federal Fair  Housing Act and its Florida fair housing counterpart typically cover discrimination in the sale or  rental of housing. “It is unlawful to refuse to sell or rent … or otherwise to make unavailable or  deny a dwelling to any person because of race, color, national origin, sex, familial status, or  religion.”  Under the Federal ADA (Americans with Disabilities Act), areas and buildings used by the public  must provide barrier-free access to public areas. Florida’s version of the ADA is Chapter 760,  Part I of the Florida Civil Rights Act. Its provisions follow those of the Federal law.  Cooperative associations may be required to provide unencumbered access to common  properties, for example by providing handicapped parking spaces, installing ramps for entry  FS 719 and BOD responsibilities  into buildings and facilities that are available for use by all purchasers, and allowing individual  unit owners to install ramps to access their unit.  While the shareholders’ ability to “approve” their future neighbors is touted as one of the  advantages of living in a cooperative, the Fair Housing Act and the ADA limit this ability to some  extent and may leave the cooperative association open to legal action by someone who is  denied purchase by what they perceive as discrimination.  Fiduciary Duty  The board always has a fuduciary duty to the purchasers. Fiduciary duty is an umbrella term  and includes a duty of loyalty and a duty of ordinary care. While these obligations have  historically applied to corporate boards, today even unincorporated associations are usually  held to the same standard. The board's fuduciary duty prohibits board members from using  their position to take unfair advantage of the association. They may not make decisions for the  association that benefit their own interests at the expense of the association and its members.  In addition to the board members' obligation to avoid conflicts of interest, they have a duty to  exercise ordinary care in fulfilling their responsibilities. In other words, board members must  perform their duties in good faith, in a manner they reasonably believe to be in the  best interests of the cooperative association. Board members are not guarantors of the success  of the association and generally are not liable for mistakes in business judgment. This principle  is referred to as the business judgment rule.  An officer, director, or manager may not solicit, offer to accept, or accept a kickback from any  person providing or proposing to provide goods or services to the association. If this provision is  violated, it could result in criminal penalties. An officer, director, or agent can be held liable for  monetary damages if their failure to perform their duties constitutes a violation of criminal  law, is a transaction from which the officer or director derived an improper personal benefit,  either directly or indirectly; or constitutes recklessness or an act of omission that was in bad  faith, with malicious purpose, or in a manner exhibiting wanton and willful disregard of  human rights, safety, or property.  Forgery of a ballot envelope or voting certificate used in an election is punishable as provided in  § 831.01, Florida Statutes.  Unless prohibited in the bylaws, the board of directors may appoint other officers in case of a  board vacancy and grant them those duties it deems appropriate.