Board and Officer Duties

The bylaws of my condo state that the President "shall be the CEO of the Association. He shall have all of the duties and powers which are usually vested in the office of the president of a corporation not-for-profit including, but not limited to, the power to appoint committees from time to time as he or she may in his or her discretion deem appropriate to assist in the conduct of the affairs of the Association. He shall have executive powers and general supervision over the affairs of the Association and other officers. The President shall... perform all duties incident to the office and which may be delegated to him or her from time to time by the Board of Directors."

A few questions:

1. What does it mean for the President of a Condo Association in the state of Florida to possess the executive powers of the President of a not-for-profit. For example, if a Board member is delegated certain responsibilities by a qourum of the Board, is it necessary for a qourum of the Board to then revoke those delegations.

2. If not previously defined, is the President free to determine the extent of the the office's authority i.e. give oneself absolute power without consensus of the Board even though the Board essentially delegates to the President what responsibilities this person should have?

Thanks,
Lisa

Hi RogerB,

Have to say, you answered this brilliantly, honestly, I could not have done better, maybe not even as close. Just some things I will add though.

So your answer to Question 1. is YES.

I will add, however, if the Pres' duties are revoked or relinquished, the quorum of the board must reassign duties. There's nothing to prevent the Pres. from relinquishing the duties.

In my HOA/COA, any two (2) offices, except that of President and Vice-President, may be held by one person. Therefore, no crossover of responsibilities should occur for Pres. or VP. However, Treas. can be Secretary and vice-versa. There is also a specific article which permits the board from time to time to assign other duties and responsibilities to officers.

If this wording exists in Lisa's bylaws, then absolute power is not permitted.

My bylaws are pretty lame in that there is a line about the duties and responsibilities of Pres. stating he shall have all the general powers and duties which are usually vested in the office of Pres. of an Association.

PLEASE!!! Can anyone say the word vague fast enough? General powers and duties needs to be defined because, once the developer is gone, boards consist of voluntary owners. By-laws should be as specific as possible without pre-determining what the future will be so as to be stagnant with keeping current.

GeraldT1
NNJ

Lisa, hopefully your By-laws do spell out the duties and responsibilities of the Board of Directors. If they do, and the President is try to take over these unilaterally, then you can forewarn the President that these require approval of a majority of the Board members present at a Board meeting. If this is flagarantly being done by the President the Board can place this in the form of a resolution or motion to emphasize the limits of the President's authority.

Florida's Not-for_profit Corporation Act doesn't define the roles any better. The entire act is located at:

http://www.flsenate.gov/Statutes/index.cfm?App_mode=Display_Statute&URL=Ch0617/ch0617.htm

Here's the section on "Duties of Officers"

617.0841 Duties of officers.--Each officer has the authority and shall perform the duties set forth in the bylaws or, to the extent consistent with the bylaws, the duties prescribed by the board of directors or by direction of any officer authorized by the bylaws or the board of directors to prescribe the duties of other officers.

Not much to go on.

There's a good article on board roles at:

http://www.associationtimes.com/articles2004/rolebod1104.htm

You can find more articles by clicking on the link to the right to the Community Associations Network and checking under "Board/Leadership"

Joe

Lisa, some By-laws state the President is specified as the contact for all correspondence outside the HOA. Since your By-laws do not itemize specific duties, and more important the Board had already voted on which Board member shall be the contact with the attorney, then the President does not have the authority to appoint themself. Why didn't the Board members speak up and tell the President the liason with the attorney had already been determined?

Lisa,

I agree with the earlier post. Legal docs are always going to be somewhat vague, like our own constitution. This allows them to "live" and be flexible as times change. Our assoc is 33 years old. Things like satellite, wireless internet service, cell phones, 50% of vehicles being SUV's, Boom boxes and working from home (to name a few) were unheard of back then, but all are issues we deal with today.

In our Assoc. the members elect the Board(3). The Board then elects the officers(Pres, VP, Treas and Sec). The Officers report to the Board, not the members. The Board reports to the members. If an Officer is not performing their job as the Board has interpreted it from the docs, then it is the Boards fiduciary responsibility to solve the issue, usually by replacing the officer. If the Board let's the unacceptable activity continue it is the Board that has to answer to the members, and explain why they did not take appropriate action when needed, not the Officer. If the Officer feels they DO have responsibility defined in the docs that the Board is illegally taking away, then the members would be the ones to decide if they agree with the Board - by their vote. Ultimately, the “vagueness” is defined by how the members want it to be - much like our US Constitution which has lasted over 200 years. I know it’s not a popular answer but it allows the members to “shape’ policy without having to rewrite the docs every 20 years as demographics change - as is the case were I live.

Sometimes, unfortunately, the Directors are also the Officers. For example, in my assoc. the 3 Directors elect themselves to be Officers since we are small with only 25 homes. So I am the Pres and the 2nd Director is the VP and the 3rd Director is the Treas. and since we need the Sec to take meeting minutes for Board meetings it so happens that the Board of Directors meeting is also a pseudo Officers meeting - but it shouldn’t be. And personally, I don't recommend any Directors being officers except the President. The lines get too blurry. I make it clear at our Board meetings we are representing our Board position, not our Officer position. And we need to be reminded.

The best way it was explained to me was this: Boards make policy, Officers implement the policy. The Board is more strategic thinking, handling long term, bigger picture issues. The Officers are more tactical, resolving day to day issues. They keep the place running smoothly.

Your Pres should be making decisions that facilitate implementing the current policy, not making policy decisions. If the powers the Pres is using are indeed to allow them to implement policy, I side with the Pres. If not, then the Board needs to act - promptly. Hope this helps.

Thanks, JohnA. A ton of info and very useful. I appreciate all of your help and time with this matter.