Contracts

Started by MikeJ8 • 7 replies • 1540 views

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MikeJ8 (Illinois)
Posts: 45

Posted:

I'm a VP with an IL HOA and have a question about contracts. I have been responsible for landscape maintenance, repairs, and the associated bids/contracts. I'm now working on securing some government assistance funding and they are asking for documentation that provides proof that I am authorized to sign application forms and execute contracts.

Has anyone had to provide such a document? If so, what is it? I usually start here for info before heading to our attorney.

MelissaP1 (Alabama)
Posts: 13,836

Posted:

Our HOA we had to have signature authority with the bank. It was a signature card we signed at the bank. We had a 2 signature system and the approved board member had to be signed there. That may offer some proof of authority.

It's kind of difficult to provide an exact form if one isn't drafted with your HOA or management company reflecting your position and authority. It may be a good idea to draft something to use every year to reflect who the official elected officials are and signed. You may also reference the meeting notes of the election to show authority.

Our HOA had an official seal we used to sign or use as official documents. You may ask to see if your HOA has a similar stamp/seal. That may put you in the right direction of verifying yours or the President's authority. Otherwise, I don't know any exact form.

Former HOA President

TimB4 (Tennessee)
Posts: 21,047

Posted:

Ask them what documentation they are looking for/will accept (letter from Board, newsletter, etc.).

Typically the President is the signature authority on all contracts, applications, etc. This might also be why they are asking.

CarolF (Florida)
Posts: 435

Posted:

Do you file yearly with your Secretary of State listing your corporate officers? Perhaps a copy of the online information would do. I'm suggesting this, but I do not know if it is the documentation they are requiring.

LarryB13 (Arizona)
Posts: 4,099

Posted:

Mike:

What they are most likely asking for is known as a Corporate Resolution. This is merely a document signed by at least a majority of the board of directors stating something along the lines of, "MikeJ8 is hereby appointed to the office of Vice President and is authorized by the XYZ Homeowners Association to perform any and all acts necessary and normal to the operation of said Association."

A good practice is to pass a corporate resolution for each officer and/or employee, setting forth what that person is allowed to do on behalf of the Association. The original of each corporate resolution needs to be signed by the BOD and kept in the association's files. Normal practice is to number the resolutions sequentially. Your association should also purchase a corporate seal if it does not own one already. The seal adds to the authenticity of the document and looks really cool!

It would also be a wise idea to record all board actions in this manner. Having an explicit document stating just what the resolution is with signatures of the board members is far superior to relying on meeting minutes. Such a resolution might read something like, "The Board of Directors of the XYZ Homeowners Association, having found the color mauve offensive to the sensibilities of all creatures of the earth, hereby resolves that all mauve items, whether natural or manmade shall be removed from the premises of the XYZ Homeowners Association immediately and that no mauve items shall henceforth and forever be banned from the premises of the XYZ Homeowners Association." As with all corporate resolutions, the original would be signed, sealed, dated, sequentially numbered, and filed away in the association's archives.

BradP (Kansas)
Posts: 2,640

Posted:

Mike:

I would ask them specifically what they are looking for, typically the president has signature authority unless the board designates someone else such as Larry referenced. Bank signatures has nothing to do with this, typically in a corporation there is only one, maybe two people who have the legal authority to sign documents. The government is just wanting to make sure whoever signs that it will stick in a court of law.

SusanW1 (Michigan)
Posts: 5,202

Posted:

Some groups will give a letter of Agent to use that authorizes that person to sign contracts, etc.

But as VP and head of the landscape committee, you should have enough history behind you to do this. Your annual report should help, too.

Just be sure you sign everything, John Does, VP of Happyhomes HOA, Inc.

That takes it out of you being personally liable for what you sign.

MikeJ8 (Illinois)
Posts: 45

Posted:

Once again thanks for all the responses. They have asked for a power of attoney that specifies the HOA has givin me authority to execute contracts. I'm a bit spooked since the financal assistance they offer has long term obligations. I fully plan to follow thru but could something like this bind me personally if I move, the HOA doesn't follow thru, or for some other reason the contract terms are violated?

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