MCA Board members are being prevented from fulfilling their fiduciary responsibilities

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12 responses to “MCA Board members are being prevented from fulfilling their fiduciary responsibilities”

1. 

   pekjmk@gmail.com

   November 3, 2025

   Knowing your agenda, i.e., your goals for our community, would be helpful. For example, is your concern the rebuilding of the clubhouse, funding the golf courses, and finding the dollars to do the same? If so, are MCA’s reserve monies on hand a source to accomplish that goal? I read your lengthy email; however, it does not address your intentions – kindly be clear as to your objectives and final intentions. Otherwise, it would be difficult to support intentions without conclusive goals. Thanks in advance for a thorough, frank, and candid answer.

   Best regards,

   Paul Kampe

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   1. 

      Website Admin

      November 4, 2025

      We posted this almost a year ago: https://sarasotameadows.com/2024/12/17/what-is-our-goal/ It is fascinating in re-reading it that the current President and VP were the Board members who were making headway increasing transparency. And they were frustrated by the then Treasurer who would not provide them with reasonable financial information that they required for their fiduciary duties and decision-making. They ended up voting “no” to approving the next year’s TMCC budget because of it.
      Our goal has always been for the Board and Community to understand the issues, set objectives, obtain the necessary expertise and work towards the long-term success of The Meadows. That all has to be done on a foundation of information and facts. That is best provided by the Board(s) transparently providing information to Board members (shocking that is even contentious) and Homeowners so matters can be rationally discussed. But the Board(s) have not been transparent so we’ve tried to fill that gap as well as “connect the dots” for those who don’t have the expertise to do so.
      We don’t have a specific “agenda” beyond making rational well-informed decisions for the whole of The Meadows.

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   2. 

      Richard Sommerfeld

      November 4, 2025

      Paul, the MCA has only about $619K in replace reserves. There is no money from the MCA to build a clubhouse and the Benderson LOI makes no financial commitment to build a clubhouse in 18 mos. The board has not been transparent at all about the Benderson offer. Benderson owns 1 golf course called Kings Gate in Port Charlotte but does not operate it. If you read the Benderson offer, they want a conservation easement over the 313 acres of the golf courses plus another 150 acres of our common greenspace. This would give Benderson stormwater mitigation acreage plus a very large tax credit. They can also trade those tax credit with the county to open up developable lands elsewhere in the county.

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2. 

   lovelywrdsf3984b059b

   November 3, 2025

   this is right on !!! I was contemplating writing such an email. Thank you !!! Apparently, Jan, Tom and Chris are not aware !!!!!! Ciao, Susan Whitcomb   ” Two things define you . Your patience when you have nothing, and your attitude when you have everything. “

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3. 

   usnrcdr1@verizon.net

   November 3, 2025

   My impression of the Members of the Board is that they are intelligent and capable resident owners within the MCA. We are still suffering from the disastrous liaison between the former golf course Board and the MCA Board without having another issue to contend with. The lauded, beautiful life style that we all pay handsomely for is beginning to turn into a nightmare, and I simply cannot understand why intelligent, and ordinarily responsible people cannot work together to get our community on the right track.  In my opinion, when Lord Taylor pulled up stakes, problems began to surface with golf course management and the MCA Board was not equipped to fully understand or deal with the issues at hand. Additionally, involving a nationally known multi-billion dollar developer in the present will not turn out well if, (1) there is divisiveness among Board members, or, (2) there is no strong consensus among the entire Board about the terms and conditions that best suit the MCA, realizing, of course, that this relationship cannot benefit only one of the parties. Being a Member of the Board is an honor bestowed upon you by the resident owners that you, would be willing to represent the desires of the MCA Community, discharging your fiuties with integrity, accountability and responsibly.  To be sure, this is a monumental task that takes conviction and courage in the completion your tasks.  All Board members should be thoroughly knowledgable about every matter deserving your consideration.  When transparency dissipates, then one has to wonder if we are rehashing our troubled past……snd, what will we be in for next. Respectfully, Jerome J. Squatrito Sent from the all new AOL app for iOS

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4. 

   MB White

   November 4, 2025

   Thanks for sharing. It seemed strange that a draft contracts would be considered an official record so I checked. Per the Florida Homeowners Act, draft contracts are NOT official records subject to the Records Inspection guidelines. Board members can request on demand.

   Under the Florida Homeowners’ Association Act (Chapter 720 of the Florida Statutes), the term “official records” (sometimes informally referred to as “records”) is defined in Section 720.303(4) as those items that the homeowners’ association (HOA) is required to maintain. 

   Here is a summary of the key parts of the definition:

   • The HOA must maintain, when applicable, the following types of records:
     1. Copies of any plans, specifications, permits, and warranties related to improvements constructed on property the association is obligated to maintain, repair or replace.  
     2. A copy of the bylaws of the association and of each amendment to the bylaws.  
     3. A copy of the articles of incorporation of the association and each amendment thereto.  
     4. A copy of the declaration of covenants and each amendment thereto.  
     5. A copy of the current rules of the homeowners’ association.  
     6. The minutes of all meetings of the board of directors and of the members, retained for at least 7 years.  
     7. A current roster of all members with mailing addresses (and for electronic notices, email/fax numbers) and parcel identifications.  
     8. All of the association’s insurance policies or a copy thereof (must be kept at least 7 years).  
     9. A current copy of all contracts to which the association is a party (including management agreements, leases, etc.). Bids received by the association must also be kept for at least one year.  
     10. The financial and accounting records of the association, kept according to good accounting practices, and maintained for at least 7 years. These must include things like receipts and expenditures, account statements for each member, tax returns, financial reports, and any other records that identify, measure, record or communicate financial information.  
     11. A copy of the disclosure summary described in section 720.401(1).  
     12. Ballots, sign-in sheets, voting proxies, and all other papers and electronic records relating to voting by parcel owners; these must be maintained at least one year after the date of the election, vote or meeting.  
     13. All other written records of the association not specifically included in this subsection which are related to the operation of the association.  
   • Additionally, subsection (5) states the official records must be maintained within the state, made available for inspection or photocopying within certain time-frames, and that the association may adopt reasonable written rules governing inspection.  

   So in short: “Records” in this context means the legally-defined “official records” of the HOA – a wide variety of documents relating to governance, finances, contractual obligations, membership, improvements, etc.

   If you meant some other “records” (for example records in a different part of Chapter 720 or for a different kind of association), I can check that too.

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   1. 

      Website Admin

      November 4, 2025

      Just so we’re on the same page…….Our post says “(Note: as a draft contract is not an Official Record it cannot even be obtained via the Records Inspection procedure)”
      Whether it is an official record and can be obtained via a Records Inspection request is only relevant in terms of whether a “normal” Homeowner could get it (they clearly cannot).
      It is irrelevant to the issue at hand: Should every Board member have access to it.Thanks for the “legal support” that the answer is YES (in addition to the common-sense answer of YES)

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   2. 

      Richard Sommerfeld

      November 4, 2025

      Under FS §720.303(4), a “draft” contract that has not yet been executed is not automatically one of the “official” records that must be made available to all members–with members being residents.

      That said, it is a record “of the association” once it’s received or created in the course of association business. It therefore should be available without exception to all board of directors because directors have a fiduciary duty to review, deliberate, and make informed decisions on such documents. Under § 720.303(1) and (2), all members of the board of directors of an HOA owe “fiduciary duties” to the association and its members. Chris Person, as board president, or any other director, including Jan Lazar as treasurer, cannot act independently to withhold information or make material decisions that require board consideration or vote. Importantly, doing so may be viewed as a breach of fiduciary duty or exceeding the scope of authority under the MCA’s bylaws and Florida law. The Web Administrator clearly addressed this fact in the article.

      FS §720.303(4) & (5) requires that official records, including contracts and proposed agreements, be made available to all directors and members. Bottom line is that Perone is clearly obstructing director access. Directors cannot claim the “Business Judgment Rule” when they act in bad faith, conceal information, or prevent others from fulfilling their duties. Perone is clearly acting in bad faith and our D&O insurance will likely not cover his actions. He can be personally held liable along with other directors who are privy to the contracts and also choose to withhold information because that is unequivocably acting in bad faith.

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5. 

   MB White

   November 4, 2025

   Additional detail regarding access to draft contracts from ChatGPT.

   Are drafts of contracts considered official records?

   Excellent question — and it’s one that comes up often in Florida HOA law.

   Under Florida Statute § 720.303(4), drafts of contracts are not considered “official records” of a homeowners’ association.

   Here’s why:

   • The statute requires the HOA to maintain “a copy of all contracts to which the association is a party” (subsection (4)(h)).

   • It does not require the HOA to keep or disclose drafts, proposals, or negotiations that led up to those contracts.

   • Florida courts and Department of Business and Professional Regulation (DBPR) decisions interpreting similar language in condominium law (§ 718.111(12)) have consistently held that only executed (final) contracts are part of the official records — not preliminary drafts or correspondence.

   In summary:

   • ✅ Executed contracts → Yes, official records.

   • ❌ Drafts, proposals, or negotiation notes/emails → No, not official records.

   However, once a draft is signed or formally adopted by the board, it becomes an official record.

   Would you like me to show a DBPR case or official interpretation that confirms this distinction?

   Is an HOA board member able to see drafts of contract on demand?

   Excellent and nuanced question — here’s how Florida law handles that.

   Under the Florida Homeowners’ Association Act (F.S. § 720.303) and general nonprofit corporation law (Chapter 617), board members have broader access rights than regular homeowners.

   🔹 1. Board members’ rights to association records

   Florida Statute § 720.303(5) governs member (homeowner) inspection rights, but for board members, the relationship is different — they are fiduciaries of the association.

   As fiduciaries, board members have a legal right to see essentially all association records, including drafts of contracts, attorney correspondence, and pending proposals, if:

   • the review is connected to their duties as directors, and

   • it’s not for an improper purpose (for example, to share confidential negotiation details with outside parties).

   🔹 2. Practical and legal limits

   While drafts are not “official records” under § 720.303(4), a sitting director can request and review them as part of performing board duties.

   However, there are a few important caveats:

   Draft contracts

   ✅ Yes

   May be reviewed to evaluate terms before board approval.

   Attorney–client privileged drafts or legal strategy memos

   ⚠️ Possibly restricted

   Access may require board or legal counsel authorization to preserve privilege.

   Negotiation correspondence from management or vendors

   ✅ Usually yes

   As long as it relates to official business and not purely personal communications.

   Records requested for improper or disruptive reasons

   ❌ No

   Directors must act in good faith and in the association’s best interests.

   🔹 3. Supporting authority

   • Chapter 617.0830, Florida Statutes (the Nonprofit Corporation Act), states that a director is entitled to rely on information and reports “as to matters the director reasonably believes are within the professional or expert competence” of others—implying the right to review drafts and supporting materials before making decisions.

   • Legal commentary (and case law under § 718.111 for condos) also recognizes that directors must have access to all materials necessary to fulfill fiduciary duties.

   ⸻

   ✅ In short:

   Yes. A Florida HOA board member generally has the right to review draft contracts and related negotiation documents upon request, provided the request is made in good faith and in connection with legitimate board duties.

   Would you like me to include a sample written request template that a board member could use to ask the management company or president for draft contract access?

   Here’s a simple, professional template you (or any HOA board member) can use to request access to draft contracts:

   ⸻

   Sample Request for Access to Draft Contract Materials

   Subject: Request for Access to Draft Contract Documents

   Dear [President / Property Manager / Association Attorney],

   As a member of the Board of Directors of [Name of HOA], I am requesting access to review the draft versions and related correspondence for the proposed contract with [Vendor/Contractor Name].

   This request is made in my capacity as a director under Chapter 720 and Chapter 617, Florida Statutes, for the purpose of performing my fiduciary duties and evaluating the proposed agreement before board consideration.

   Please make these materials available for review at your earliest convenience, either electronically or by appointment at the management office. If any portions are claimed to be attorney–client privileged, please identify them generally so that the Board can determine how to proceed.

   Thank you for your prompt attention.

   Sincerely,

   [Your Name]

   Director, [Name of HOA]

   [Your Email / Phone]

   ⸻

   ✅ Tips for use:

   • Always keep the tone factual and businesslike.

   • Send it to the property manager and board president (or the association’s attorney if involved).

   • Keep a copy for your records.

   • If the management company refuses, you can cite your fiduciary duty and director rights under Fla. Stat. §§ 720.303 and 617.0830.

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6. 

   MB White

   November 4, 2025

   Some additional info from ChatGPT regarding Board Member access to draft contracts.

   Are drafts of contracts considered official records?

   Excellent question — and it’s one that comes up often in Florida HOA law.

   Under Florida Statute § 720.303(4), drafts of contracts are not considered “official records” of a homeowners’ association.

   Here’s why:

   • The statute requires the HOA to maintain “a copy of all contracts to which the association is a party” (subsection (4)(h)).

   • It does not require the HOA to keep or disclose drafts, proposals, or negotiations that led up to those contracts.

   • Florida courts and Department of Business and Professional Regulation (DBPR) decisions interpreting similar language in condominium law (§ 718.111(12)) have consistently held that only executed (final) contracts are part of the official records — not preliminary drafts or correspondence.

   In summary:

   • ✅ Executed contracts → Yes, official records.

   • ❌ Drafts, proposals, or negotiation notes/emails → No, not official records.

   However, once a draft is signed or formally adopted by the board, it becomes an official record.

   Would you like me to show a DBPR case or official interpretation that confirms this distinction?

   Is an HOA board member able to see drafts of contract on demand?

   Excellent and nuanced question — here’s how Florida law handles that.

   Under the Florida Homeowners’ Association Act (F.S. § 720.303) and general nonprofit corporation law (Chapter 617), board members have broader access rights than regular homeowners.

   🔹 1. Board members’ rights to association records

   Florida Statute § 720.303(5) governs member (homeowner) inspection rights, but for board members, the relationship is different — they are fiduciaries of the association.

   As fiduciaries, board members have a legal right to see essentially all association records, including drafts of contracts, attorney correspondence, and pending proposals, if:

   • the review is connected to their duties as directors, and

   • it’s not for an improper purpose (for example, to share confidential negotiation details with outside parties).

   🔹 2. Practical and legal limits

   While drafts are not “official records” under § 720.303(4), a sitting director can request and review them as part of performing board duties.

   However, there are a few important caveats:

   Draft contracts

   ✅ Yes

   May be reviewed to evaluate terms before board approval.

   Attorney–client privileged drafts or legal strategy memos

   ⚠️ Possibly restricted

   Access may require board or legal counsel authorization to preserve privilege.

   Negotiation correspondence from management or vendors

   ✅ Usually yes

   As long as it relates to official business and not purely personal communications.

   Records requested for improper or disruptive reasons

   ❌ No

   Directors must act in good faith and in the association’s best interests.

   🔹 3. Supporting authority

   • Chapter 617.0830, Florida Statutes (the Nonprofit Corporation Act), states that a director is entitled to rely on information and reports “as to matters the director reasonably believes are within the professional or expert competence” of others—implying the right to review drafts and supporting materials before making decisions.

   • Legal commentary (and case law under § 718.111 for condos) also recognizes that directors must have access to all materials necessary to fulfill fiduciary duties.

   ⸻

   ✅ In short:

   Yes. A Florida HOA board member generally has the right to review draft contracts and related negotiation documents upon request, provided the request is made in good faith and in connection with legitimate board duties.

   Would you like me to include a sample written request template that a board member could use to ask the management company or president for draft contract access?

   Here’s a simple, professional template you (or any HOA board member) can use to request access to draft contracts:

   ⸻

   Sample Request for Access to Draft Contract Materials

   Subject: Request for Access to Draft Contract Documents

   Dear [President / Property Manager / Association Attorney],

   As a member of the Board of Directors of [Name of HOA], I am requesting access to review the draft versions and related correspondence for the proposed contract with [Vendor/Contractor Name].

   This request is made in my capacity as a director under Chapter 720 and Chapter 617, Florida Statutes, for the purpose of performing my fiduciary duties and evaluating the proposed agreement before board consideration.

   Please make these materials available for review at your earliest convenience, either electronically or by appointment at the management office. If any portions are claimed to be attorney–client privileged, please identify them generally so that the Board can determine how to proceed.

   Thank you for your prompt attention.

   Sincerely,

   [Your Name]

   Director, [Name of HOA]

   [Your Email / Phone]

   ⸻

   ✅ Tips for use:

   • Always keep the tone factual and businesslike.

   • Send it to the property manager and board president (or the association’s attorney if involved).

   • Keep a copy for your records.

   • If the management company refuses, you can cite your fiduciary duty and director rights under Fla. Stat. §§ 720.303 and 617.0830.

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7. 

   lovelywrdsf3984b059b

   November 4, 2025

   The first thing that needs to happen is that ALL BOARD MEMBERS need to be included and given ALL INFORMATION regarding this most important issue at hand. It needs to be distributed in a timely manner , not a few minutes before a meeting so that they can digest and consider all the facts.

   Chris,Tom and Jan are not the only ones privy to information and making decisions. This is where they apparently do not understand Fiduciary Responsibility. In the notice that Jan sent out regarding Fiduciary Responsibility, she missed that very important fact. There are Nine Board Members not just three and all are equally important . Not one is more important than the other. All members should be receiving the same information and have the opportunity to vote having the ALL the information in a timely manner.

   If there are questions they can meet one on one to discuss. As long as they don’t vote on anything they are NOT abusing the Sunshine Law. This is getting really ridiculous that we are even having to have this discussion. They need to be held accountable. This is HOA 101 !!!!!!!! Susan Whitcomb

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8. 

   lOOkkle

   December 1, 2025

   Thanks for raising this important issue, transparency and access are key for board members to serve the community well

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