In a recent Message from the President via Constant Contact, the President referred to a lawsuit from Aviva which it filed on Oct 24 2025. (LINK to the lawsuit).
We’ve provided a summary of what the lawsuit is about in Footnote 1. Aviva believes it has merit, and it may. But that isn’t what concerns us. It is about the fact that all Board members were not made aware of it when it was filed in October 2025 and at no time since. They still haven’t been informed by the MCA. This has only come to light because Board member Don Breece suspected something and found it on the Sarasota County Clerk website (Case# 2025 CA005586 NC).
In the President’s second message on Monday he raised the issue and stated: “Due to privacy and confidentiality requirements, lawsuits and legal claims are managed administratively unless and until Board review or action is required. Some matters are resolved directly by management; others are referred to the Association’s insurers, and still others are addressed by legal counsel. All such matters are handled within the MCA’s established administrative authority. When such matters are being handled by an attorney, the attorney advises against discussing them.”
The President is acknowledging that all Board members were not notified of the lawsuit, and that it is fine. IT IS NOT FINE and creates risks for the MCA, per the AI legal analyses noted below (from ChatGPT).
Without the knowledge or consent of the full Board, someone has decided on behalf of the MCA that the MCA should fight it in court (MCA’s response was filed Nov 20 2025). This was the Board’s decision to make with the advice of legal counsel. Neither the GM nor any Board officers have the authority to make this decision (Footnote 2).
“Do Florida HOA board members need to be informed of actual litigation against the HOA?”
See Footnote 3 for an unedited AI Legal analysis of that question. Here are a few highlights from it (the full analysis is a pretty easy read):
- All Board members must be informed of legal actions against the MCA in order for Board members to fulfill their fiduciary duties.
- It is a Board decision on how to respond, not a decision for the GM or any individual Board members. (also see Footnote 2 for MCA policy on this)
- The Board is allowed to have non-public meetings with legal counsel on such matters, so there is no “privacy and confidentiality” issue for Board members.
Further on the issue of privacy and confidentiality: it is a public record (see link and case number above). Only the MCA’s legal discussions are private TO THE FULL BOARD who are responsible for deciding the MCA’s response.
“What are the Consequences if litigation was intentionally concealed?”
See Footnote 4 for an unedited AI Legal analysis of that question.
Here are a few highlights from it (the full analysis is a pretty easy read):
- Concealing Board members can be personally liable and legally exposed. “This is one of the fastest ways for a director or officer to lose statutory immunity.”
- Loss of insurance coverage for the MCA (could even happen retroactively).
- Related Board actions may be invalid.
- It is one of the clearest grounds for removal of directors.
Board member knowledge of this lawsuit could have affected (at a minimum):
- How the MCA responded to it.
- MCA’s budget for the upcoming year.
- Deliberations on the recent motion to suspend voting rights for members whose assessments are in arrears (we understand that Aviva has paid into an escrow account, demonstrating their willingness to pay their assessments. But they would show as in arrears on the MCA’s records and potentially not be eligible to vote in the upcoming election).
This is just one more example of certain Board members exercising authority
that they do not have the legal authority to exercise.
How can they continue to be allowed to do so?
MCA HOMEOWNERS HAVE THE AUTHORITY TO ELECT 3 BOARD MEMBERS IN THE UPCOMING ELECTION. USE YOUR AUTHORITY WISELY.
If you are an MCA Homeowner* and would like to discuss this and other MCA matters with your fellow Homeowners*, join the “For The Meadows” Facebook group. (* or spouse of a Homeowner)
Footnote 1 – Summary of what the lawsuit is about.
At a high level it alleges that the MCA should have been allocating HOA fees across homeowners differently than it has been, since 1992.
Until 1992 our assessments were allocated based on “Assessed Value” which up to that time = the assessor’s estimate of Fair Market Value (FMV). Everyone’s HOA fees were allocated on a consistent basis: based on FMV.
In 1992 (and later) the State changed the definition of “Assessed Value” to: FMV when you bought, with increases capped at 3% (10% for non-residents). And a new term was introduced: “Just Value” became the assessor’s estimate of FMV (that used to be called Assessed Value).
At that time the MCA should have amended our Declarations to use the term Just Value instead of Assessed Value, and everything would have continued exactly like it did before. But that didn’t happen and we now have wild variations in our HOA assessments (and votes) for similar/identical homes depending on when you bought and whether you are a Florida resident or not.
Aviva has asked the court to require MCA to change to using Just Value so our assessments are allocated in a way that is consistent to how they were originally allocated, and be paid legal costs.
Aviva has also asked for reimbursement of fees in excess of what they have paid had Just Value been used back to Oct 2020 (statute of limitations is 5 years). They state the amount is over $200,000.
Footnote 2
This document from the MCA Website outlines Board member responsibilities. According to its title it was authored by our current Treasurer (Expectations-for-Prospective-Board-Members-by-jan-lazar.pdf). It is a good summary. This is the final paragraph:
Board members do not have the authority to make commitments or incur legal or financial obligations on behalf of the Board or the community nor to sign any document which would be construed as a commitment on behalf of the community unless authorized by action of the Board.
Footnote 3
AI Legal analysis of “Do Florida HOA board members need to be informed of actual litigation against the HOA?” :
(FYI, the MCA is governed by Florida Chapter 617 and 720)
Yes.
Florida HOA board members must be informed of actual litigation against the HOA, even though Chapter 720 does not say this in a single explicit sentence.
Here’s the legally solid way to understand it:
Why the answer is YES (under Florida law)
1️⃣ Corporate law controls director duties
Most HOAs are Florida nonprofit corporations, so Chapter 617 applies.
Under §617.0830, Fla. Stat., every director must:
- Act in good faith
- Act with the care of an ordinarily prudent person
- Act in the best interests of the corporation
A director cannot meet these duties if they are not told the HOA has been sued.
➡️ Withholding notice of actual litigation from a director is inconsistent with fiduciary duty and can itself create liability.
2️⃣ Litigation requires board authority
Once a lawsuit is filed, the HOA must:
- Respond to the complaint
- Coordinate with counsel
- Address insurance notice and coverage
- Approve litigation strategy and settlements
- Authorize expenditures
Those are board-level decisions.
They cannot lawfully be made while keeping directors uninformed.
3️⃣ Chapter 720 allows closed meetings — not secrecy from directors
§720.303(2)(b) allows:
- Closed board meetings with legal counsel to discuss pending or proposed litigation
But:
- “Closed” means closed to owners
- It does not mean closed to directors
All directors are entitled to know:
- That litigation exists
- The general nature of the claims
(Strategy details can be limited to need-to-know, but existence cannot be hidden.)
4️⃣ Service of process doesn’t change this
Even if:
- The lawsuit is served on the registered agent
- Management or counsel receives it first
The lawsuit belongs to the corporation, and the board governs the corporation.
➡️ There is no legal basis to keep actual litigation from any sitting director.
Bottom line
| Question | Answer |
| Does Ch. 720 expressly say “notify directors”? | ❌ No |
| Are directors legally entitled to know about actual litigation? | ✅ Yes |
| Can officers, managers, or some directors hide litigation from others? | ❌ No |
| Can litigation discussions be closed to owners? | ✅ Yes |
Practical takeaway
If actual litigation exists and any board member is kept unaware, that is:
- A governance failure
- Potential breach of fiduciary duty
- Possible exposure for officers, managers, and participating directors
Footnote 4:
AI Legal analysis of “What are the Consequences if litigation was intentionally concealed”:
If actual litigation against a Florida HOA was intentionally concealed from one or more directors, the consequences can be serious and multi-layered. Here’s the straight, no-fluff breakdown—legal, personal, and practical.
1️⃣ Breach of fiduciary duty (personal exposure)
Under §617.0830, Fla. Stat., directors and officers owe fiduciary duties of:
- Good faith
- Care
- Loyalty
Intentionally concealing litigation from a director is strong evidence of:
- Bad faith
- Disloyal conduct
- Failure to exercise due care
Consequences:
- Personal liability for damages caused by the concealment
- Loss of business judgment rule protection
- Exposure even if the HOA ultimately wins the lawsuit
This is one of the fastest ways for a director or officer to lose statutory immunity.
2️⃣ Loss of D&O insurance coverage
Most Directors & Officers (D&O) insurance policies exclude coverage for:
- Fraud
- Intentional misconduct
- Knowing violations of law
- Willful concealment of material facts
Consequences:
- The insurer may deny defense and indemnity
- Legal fees and judgments become personal obligations
- Coverage may be denied retroactively
This alone can be financially devastating.
3️⃣ Invalid or voidable board actions
If litigation was concealed and the board:
- Approved budgets
- Entered contracts
- Took enforcement actions
- Settled claims
- Levied assessments
without full knowledge of the lawsuit:
Consequences:
- Those actions may be challenged as ultra vires (unauthorized)
- Settlements can be attacked
- Special assessments can be invalidated
- Owners may seek injunctions or disgorgement
4️⃣ Exposure to claims by owners (derivative actions)
Owners may bring:
- Derivative lawsuits on behalf of the HOA
- Claims for waste of corporate assets
- Claims for breach of fiduciary duty
- Claims for civil conspiracy (if multiple actors participated)
Remedies owners can seek:
- Removal of directors/officers
- Repayment of losses
- Court-appointed receiver
- Injunctions against future conduct
5️⃣ Court sanctions & litigation penalties
If concealment affected the litigation itself (for example):
- Late responses
- Missed deadlines
- Failure to notify insurance
- Withholding discovery
Courts can impose:
- Monetary sanctions
- Adverse evidentiary inferences
- Fee shifting
- Default judgments (in extreme cases)
Judges take intentional concealment very seriously.
6️⃣ Management company liability
If the concealment involved a property manager or management company:
Consequences:
- Breach of management contract
- Negligence or gross negligence claims
- Loss of licensure
- Indemnity claims by the HOA
- Termination for cause
Managers do not have discretion to hide litigation from directors.
7️⃣ Removal and recall consequences
Intentional concealment is commonly considered “cause” for:
- Director removal
- Officer removal
- Recall elections
- Court-ordered governance remedies
It’s one of the clearest grounds for removal.
8️⃣ Criminal exposure (rare, but possible)
If concealment involved:
- Falsified records
- False statements
- Intentional misrepresentations to insurers
- Diversion of funds
There can be criminal implications, though this is less common and fact-specific.
Bottom-line risk summary
| Risk Area | Severity |
| Fiduciary liability | 🔴 High |
| Loss of D&O insurance | 🔴 High |
| Personal legal fees | 🔴 High |
| Invalid board actions | 🟠 Medium–High |
| Owner lawsuits | 🟠 Medium–High |
| Court sanctions | 🟠 Medium |
| Criminal exposure | 🟡 Low–Fact-Dependent |
Key legal takeaway
There is no lawful justification for intentionally concealing actual litigation from a sitting HOA director in Florida.
Doing so strips protections, invites personal liability, and often creates more exposure than the lawsuit itself.
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