What is the BOD Job?

IMHO . . .

How are Board Members supposed to conduct themselves. IN A GOVERNANCE ROLE

Should they all have the same responsibilities? NO, EACH BOARD MEMBER SHOULD BRING AN AREA OF EXPERTISE TO THE BOARD. EACH MEMBER SHOULD SIT ON A COMMITTEE OR BE ACTIVE IN SOME PARTICAPTORY WAY. THE PRESIDENT SHOULD LEAD A GOOD AND PRODUCTIVE MEETING WITH AN ACTION PLAN IN PLACE AFTER EACH MEETING.

Should they act as enforcers of the Covenants. ENFORCER? NO. THEY SHOULD ACT AS A UNIFIED BOARD IN MAKE SURE THE CCRS AND BYLAWS ARE ENFORCED, BUT SOMETIMES THAT IS THE MOST DIFFICULT STEP OF THE RULE. THEY ARE NOT THE POLICE.

If not, then, they have to actively ignore the covenants, can they legally do this? NO, THEY DONT HAVE TO DO EVERYTHING, THEY JUST MUST SEE THAT IT GETS DONE. IF THIS INVOLVES HIRING A LAWYER, TREE TRIMMER, COLLECTION AGENCY OR SECRETARY, THE MOST IMPORTANT THING IS THAT THE VALUE OF THE CORPORATION BE PROTECTED. SITTING ON THEIR HANDS IS THE WORST THING THAT CAN HAPPEN.

This is true for all owners, but why don't or won't the Boards stand up and do their job. WHAT JOB IN SPECIFIC? SOMETIMES IT'S LIKE CHANGING A TIRE ON A SPEEDING TRUCK. SOMETIMES IT'S WAKING UP A SLEEPING BEAR.

Or is it their job? YES - IT'S A THANKLESS JOB, BUT SOMEBODY'S GOT TO DO IT.

I just read Susan's thoughtful, passionate reply, and I must disagree with a particular point:

"THE MOST IMPORTANT THING IS THAT THE VALUE OF THE CORPORATION BE PROTECTED. SITTING ON THEIR HANDS IS THE WORST THING THAT CAN HAPPEN."

In my mind, the most important thing is that the people/residents,owners come first. The corporation exists solely to benefit owners, not to assume a life and existence of its own.

And sometimes, the best thing a board can do is deliberately take no action.

I do agree that board members are not the "covenant police."

In Hoosierland, at least, every homeowner or member of a covenant association is entitled to take legal action against any other homeowner to enforce covenants or rules.

Sometimes, it is best for the board not to get involved in a covenant dispute, but let individual homeowners duke it out themselves.

If my neighbor builds a non-conforming fence along our common property line in back of our homes (not visible from the street), the board may send a letter. But since it only directly impacts two owners, it may not be in the best interest of the association for the board to take any further action to enforce the covenants or rules. It may be best to leave it up to the two owners to deal with it.

I bet I am in the minority in my thinking about these things. At the same time, however, doing the right thing is not always popular. The hardest part is figgerin' out what is the right thing to do.

Please, don't be sorry for holding a contrary point of view. I value your thoughts, and I hope you value mine. You are fully entitled to a contrary opinion. A healthy discussion of points of view is always appropriate. I respect and value all opinions.

I would never use the term "people pleaser" to describe the function of a board of directors. I agree entirely with you on that.

And I do agree that difficult decisions are an important part of what it means to be a board member.

Could you cite authority for your point of view. It would be helpful to me personally.

Three very good books are available on this topic:

Governance as leadership : reframing the work of nonprofit boards by Chait, Richard.

John Carver on board leadership : selected writings from the creator of the world's most provocative and systematic governance model, by Carver, John.

and the classic,

Servant leadership: A journey into the nature of legitimate power and greatness. by Greenleaf, Robert K.

Thanks for your many postings. There is much to be learned from what you offer.

I have to get between Susan and George here. Right off I am sure, for me, Susan is on the right track and I give you a very short story why. Some time ago I read an article by a lawyer from Illinois who defined what the homeowner owns in condominiums. It turns out that, the only thing that is owned by people is the right to live there. There may be small tiny exceptions but basically, that's it. Granted, you have, a deed, you pay taxes, etc, etc,. But you can not pick your place up and move it, nor tear it down, or blow it up. Why, because it don't belong to you, it belongs to the Regime and you own a part of the total in percentage of what the Regime owns. So this got me to thinking. I at this time was playing catch up to thousands of other people. Why am I so uncomfortable about what I can and can't do in an association, after all, I'm a member of this democratic society and majority rules? Right?.......Wrong, the majority don't rule in a condo because you all don't own the same portion, if my place is bigger, I have a bigger portion (generally). So what made me uncomfortable? It was not knowing to who to give my loyalty to. I sure wasn't going to give it to the Boarad, not after watching some of those dunderhears. Then I realized, give it to the association. Preface all my thoughts and complaints and action with the preface, "Is it for the good of the association?" Worked for me, I now have to answer one question when in doubt. Am I wrong at times..... sure. but it don't bother me because I know where I am coming from.

RobertR1 - You wrote, "Wrong, the majority don't rule in a condo because you all don't own the same portion, if my place is bigger, I have a bigger portion (generally).". Perhaps that applies to your property regime, not mine. Each of the condos, regardless of their varying size have a .8 share in the association.

The majority of those that participate. Non-participation (intentional or unintentional) is a form of decision making as well. Especially if quorum is not established due to non-participation.

That is an astute analysis that has much validity. It certainly make a lot of sense in understanding how things work in a condo. Thanks. I appreciate you sharing it.

There are differences that may be important (I haven't yet decided) between a condo and a planned unit development (i.e. homeowners association). But one thing is similar for sure, I can't pick up my lakeside lot and move it someplace else. I am stuck where I am.

The difference is that unlike a condo, I, indeed, own my lot and home in fee simple. I have ownership that extends beyond just living here. Unlike a condo, it does not belong to any "Regime." Responsibility for the physical structure and surrounding real estate is mine, and mine alone. I do not have to cooperate with anyone in its maintenance. I cannot rely on an association to handle repairs and provide services.

And, in this community one lot equals one vote. There is no proportional voting based on size of lot or home.

With that said, my ownership rights are constrained by zoning laws, laws of the federal, state and local governments and by restrictive ("protective") covenants.

Now, understand that covenants and homeowners associations are not the same thing. I once owned a home that had a covenant originating in the 18th century prohibiting me from opening a "public house" or a house of ill repute. There was no homeowners association enforcing the covenant. Nevertheless, it was an enforceable deed restriction.

Should I have opened a prohibited enterprise a neighbor (or other person of standing) could file suit for covenant violations.

Then comes the modern homeowners association modeled on outdated mutual benefit societies. And that is the beginning of multitude of problem.

Unfortunately, over time for a whole bunch of reasons, homeowner associations have taken on the appearance of private, pseudo-government organizations. The model of governance became the civic command and control, rather than servant leadership. In the eyes of the board members, the organization became more important than the people it served.

There was no right of appeal. What the board said was law. Minority rights were not protected.

Such an organizational model is able to perpetuate itself because of general lack of involvement by member homeowners. Only a very few care enough to be interested in association affairs until something draconian happens. Indeed, many boards subconsciously work to limit involvement by members, in order to preserve their position of authority and power.

More and more states are recognizing the problems and abuses of homeowner associations. Florida, California, Arizona, Hawaii have all recently passed new legislation to curb the powers of homeowner associations to restrict property rights.

And the federal government has gotten into the act with laws prohibiting certain restrictions on flags and antennas.

In the end it all comes down to understanding that the role of the homeowners association is to serve its members. Board members need to see their roles as servant leaders. The need to understand that their powers need to be limited.

And they need to understand that the focus of their efforts is not what is in the best interests of the association, but what is in the best interests of the members. Sometimes those interests are in harmony. Sometimes they are not.

Gerald, Don't doubt it for a minute. But....your .8 share includes what you have a deed for (the right to occupy the space) and a % of the Real Property.

Ask yourselve, "What happens when this place is liquidated"? Do I get .8 share of what the units are worth or do I get .8 share of the
whole property?

To all,
This is a clip from our Declration.

NOW THEREFORE, the Owners hereby declare that the real property described below and such additions thereto as may hereafter be made in Article II shall be held, transferred, sold, conveyed, leased, occupied and used subject to the covenants, restrictions, conditions, easements, charges, affirmative obligations, assessments, fees and liens herein set forth, which shall be for the benefit of the real property described herein which shall run with the land and shall be binding on

all persons having any right, title, estate or interest therein or any part thereof, and also upon their heirs, successors, assigns and legal representatives.

******************************************
From the first page of our Masterdeed

I would take a slight issue with Susan's belief that the BOD should protect the corporation. I think it should always look for the interests of the entity behind the corporation.

My HOA exists for the benefit of the neighborhood. That is its sole purpose for existence. Thus, as a BOD member I should always watch for what is best for the neighborhood. And one day what is best for the HOA corporation may not be what is best for the neighborhood. On that day, I should side with the neighborhood. Anything else and the corporation takes on a life of its own.

If I was looking for the interests of the corporation I might be constantly looking to expand our purview and becoming the HOA of other neighborhoods. Again, this is often in the best interest of the corporation but not always in the best interest of the neighborhood.

George and Kirk,
I don't thinkyou interret what Susan is saying right and I know you don't what I am trying to say.

Let me try again. The neighborhood is the corporation, and is the real property. You state you owe your responsibility to the neighborhood but nowhere do you mention anything but the total neighborhood. Now, maybe a light bulb moment. Do you agree you have no loyalty to please the majority over the minority. If you do, then where is that 51% mentioned anywhere in your documents. There is nothing that I have seen that say the Board is bound or obligated to please the majority over there decisions to protect and serve the Regime (Corporation).

I honestly think we are after the same goal, it's just how to get there.
The corporation of homeowners (non-profit) is not IBM or Medtronic, it is not in the business to make business, it is in the protect the whole business and how they go about this is flawed because a lot of BOD are spellbound with the notion, they can be all things to all people. Congress has never been able to serve the majority, they makes faces like that is what they promise but in the end they know if they base all their decisions on a popularity poll, they will end up ineffective. We vote by majority, we don't govern by majority.

Susan has never said the association was a business business. She has said, it is more more proper to put the good of the association first. She is talking years and years, I think you are talking vote to vote.

IMHO as always.

Kirk,
Thanks again for yout note and am siting right in the mist of an apathetic condominium. But when we post answers here, I expect, we have speak as though everything is perfect and here is how we would advise you would handle a problem. But, we know that is seldom the case and have more or less ignored there are facts we don't know and other sides to be told. But when we talk of cevenants and mandates and rules and laws, we must clinically sever all our bias and speak our consider opinions. I try not to have a problem with that, but like you, I resent some flailing paper armed lout coming into a public meeting and try to push his personal agenda over on the apathetic owmers, no because I feel protective of the "do nothing" crowd but more because I happen to know something about how an association should be run. And I didn't obtain that knowledge by sitting at the feet of the prior BOD, who may or may not know from where they speak, and could care less. I got what I know from having the interest to find out. Now, before I step down from my soapbox, I must humbly admit, I know some things, believe I know others but will never reach the knowledge level that some of our posters bring to the table.

I would presume that the duties of the BOD are spelled out in the documents like ours are. The BOD's job is to do what is right for the corporate entity and the corporate entity is chartered to do what is right for the community as a whole; the two things are not mutually exclusive. This is from the booklet I was given when I joined the BOD:

Welcome To the Board of Trustees of the Xxxxx Xxxx Condominium Unit Owners’ Association

I. Board Responsibility

Being a member of the Board of Trustees of the Xxxxx Xxxx Condominium Unit Owners’ Association carries an enormous amount of responsibility and requires a significant dedication of both time and effort on behalf of the community.

As an elected Member of the board, you have an obligation to protect, preserve, and enhance the Association’s property in accordance with the Association’s governing documents. These along with any applicable State and Federal laws are the primary basis or source for the definitions and scope of the Board’s power and responsibilities.

The Board of Trustees has a fiduciary duty to the Association and owners, and must discharge their duties in “good faith” with diligence, care and skill. The Board of Trustees exercises control over the affairs of the membership, and based on this relationship, the Directors of the Association owe a fiduciary duty to its members.

A Trustee has a duty of undivided loyalty to the Association and its membership. This higher standard of performance is breached when a Trustee acts in his/her own interest or with a conflicting interest. Stated succinctly, Trustees owe a duty of care to the Association and its members and will not be liable for mere mistakes in judgment so long as they were acting in good faith and had a rational basis for their decision.

Of all the components that make up a Homeowners Association, only the Board of Trustees has a fiduciary duty individually and collectively, as you have been entrusted with the care, protection and use of someone else’s property.

The Board of Trustees has the ultimate responsibility for the operation of the Association on behalf of the owners. The Board carries out its’ responsibilities and duties at regular meetings held throughout the year. To assist the Board of Trustees in carrying out the day to day operations of the community, a professional Management Company has been hired as allowed in the governing documents.

The Board of Trustees is the principal policy making body, setting policies, standards and procedures. The board may delegate its authority, not its responsibility, to the Management Company, to implement its decisions.

The most important function and responsibility of a Board of Trustees is to make decisions. Some of the most important decisions a Board will make are:

1. Adoption of an annual budget.
2. Setting the monthly/annual assessment.
3. Approving specifications and contracts.
4. Selecting contractors (i.e. lawn maintenance, snow pushing, painting)
5. Adopting of policies (collection, architectural), making all decisions in a businesslike manner.
6. Adoption of Reserve Policy and investment of funds dedicated for the long term repair or replacement of capital items in accordance with applicable laws.

Robert I don't have the same opinion of that phrase. While the BOD can delegate their duties i.e. the MC can collect and deposit the assessments and prepare financial reports that doesn't abrogate the treasurer from his/her responsibility to make sure the books are correct.

Not quite sure of how you mean majority rule. If you mean a duty to do what is in the opinion of the BOD what is in the best interest of the majority then yes; if you mean mob rule then no. As the author Robert Heinlein said in one of his books (I'm paraphrasing): "Left to their own devices the public will vote themselves candy and circuses every time." Meaning sometimes you have to do what you think is right even if it's hard or unpopular.

It all depends on exactly what you mean by rule; ultimately the homeowners rule. They vote the people onto the BOD and they can vote them off of the BOD. They can vote to change the CC&R's and if the change is legal the BOD must follow it; however if you mean administer then it is the BOD's job. Usually it is spelled out in the CC&R's just what the trustee's duties are in this respect. Should a BOD take the wishes of the H/O's into mind when they make their decisions? Absolutely. Do they have to? No.