By: Michael Rome, J.D.
This article is not a substitute for consulting with legal counsel in your State regarding the specific fact situation.
In my last article I discussed the responsibilities of being a Board member for a community association. Any action taken by the Board is usually done so by a majority vote in passing a motion. From this perspective, no Board member is any more important than any other...each vote counts the same.
On the other hand, each Board member has a specific area of responsibility depending on their officer position. The officer position for each Board member is usually determined when they are voted in by the homeowners. Although less common there are some Bylaws that require the newly voted in Board members to decide amongst themselves who will fill each officer position.
Here are some of the common officer positions with areas of responsibility:
The position of president is probably the most misunderstood. Just because a particular director is president does not give him or her authority to do anything beyond the approval of the Board. In other words...it is not a dictatorship.
The most important duty of the president is to run the Board meetings and the general membership meetings. This is a challenging task that requires a balancing act between keeping order and letting individuals be heard. In either type of meeting there is usually an agenda to help the president maintain the focus of the group.
The president is also the officer authorized to sign contracts on behalf of the Association. This should never be confused with thinking that the president has authority to enter a contract that has not been approved by the Board. Remember that it is only the Board that can make the major decisions for the Association.
As you might suspect, the main duty of the vice-president is to fill the role of the president in the event of absence, inability, or refusal to act as directed by the Board. The vice-president often has additional duties such as being the Board liaison to a committee like the Architectural Control Committee.
The first duty of the secretary is to take the minutes of the meetings, and to safely maintain them. The secretary should also be sure to review the minutes for typos before they are approved by the Board at a subsequent meeting. In addition, the secretary is responsible for signing documents that have been approved by the Board. A common example would be an amendment to the covenants, which is signed by the president and "attested to" by the secretary.
In short, the treasurer is responsible for managing the finances of the Association. This includes doing or overseeing the following:
- Making sure that monies are deposited in the appropriate accounts.
- Payment of bills.
- Preparation of financial statements.
- Creation and distribution of the annual budget.
- Signing of checks.
There can be other officer positions such as member-at-large or assistant secretary. The Bylaws will sometimes authorize the Board to create these other positions as needed.
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