Board and Officer Duties > HOA Forum

Unanswered

Active Topics

Forums

Forums > Homeowner Association > HOA Discussions

Subject: Board and Officer Duties

Prev Next

You are not authorized to post a reply.

Author

Messages

LisaP
(Florida)

Posts:32

08/04/2006 10:29 AM
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

RogerB
(Colorado)

Posts:3702

08/04/2006 4:00 PM
Lisa, The Board does not delegate to the President most of the President's responsibilities; most are authorized by the By-laws and the non-profit act (if incorporated). The Board can assign duties for the President to perform beyond those already authorized and can change those assigned duties by a majority of the Board members present at a meeting where there is a quorum. However, the Board can not remove duties and powers vested in the office of President.

Roger Borcherding Official HOATalk.com Sponsor DARCO Property Management (Colorado) (303) 925-0150 *See legal notice below (end of page) or go to www.hoatalk.com/legal

GeraldT1

Posts:0

08/05/2006 7:01 AM
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

LisaP
(Florida)

Posts:32

08/05/2006 10:07 AM
Gerald and Roger: The bylaws do in fact state what I typed, nothing more and nothing less. Aside from what is noted in the bylaws in terms of duties and responsibilites of each officer, other duties were delegated to Board members by a consensus of the Board. Like Gerald said, it seems only obvious that any duties relinquished would have to be taken away by a consensus of the Board. Is there any written backing on this i.e. through the statutes (Act)? Our condo president, after being dormant for nearly a year, has recently stepped up to take the reins. While I think this should have been done a long time ago, I appreciate this recent effort. However, I am afraid that the president is exerting absolute power (and may get herself and the Association in trouble) since the duties of this office are not clearly defined by the bylaws (i.e. revoking duties previously alloted by a qourom of the Board). Thanks, Lisa

RogerB
(Colorado)

Posts:3702

08/05/2006 11:44 AM
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.

Roger Borcherding Official HOATalk.com Sponsor DARCO Property Management (Colorado) (303) 925-0150 *See legal notice below (end of page) or go to www.hoatalk.com/legal

LisaP
(Florida)

Posts:32

08/07/2006 4:57 AM
Posted By RogerB on 08/05/2006 11:44 AM 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. Hi, Roger: Unfortunately, the President's duties as described in the bylaws are exactly what I typed them to be. It seems a resolution would be best (and maybe advice of legal counsel) since the President, without clear definition, has recently begun to task herself with unilateral and absolute authority.

JosephW
(Michigan)

Posts:764

08/07/2006 9:53 AM
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

Joseph West Official HOATalk.com Sponsor Community Associations Network, LLC www.CommunityAssociations.net *See legal notice below (end of page) or go to www.hoatalk.com/legal

LisaP
(Florida)

Posts:32

08/07/2006 10:01 AM
Thank you. This is really helpful info. Unfortunately, our Board has a president who was dormant for nearly a year. All of a sudden, she is wielding what she labels as her executive authority in nearly every issue. Im at a loss as I dont know what she can and cant do vs what falls under Board decisions. For example, if the Board determines (in front of counsel at a closed meeting) that another member of the Board (not the President) should be the legal contact between the Association and counsel, is the President within his/her "executive" rights to override the decision of the Board and appoint him/herself as the contact?

RogerB
(Colorado)

Posts:3702

08/07/2006 10:13 AM
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?

Roger Borcherding Official HOATalk.com Sponsor DARCO Property Management (Colorado) (303) 925-0150 *See legal notice below (end of page) or go to www.hoatalk.com/legal

JosephW
(Michigan)

Posts:764

08/07/2006 10:36 AM
I ran across this article from Richard White, down in FL: Board members can prevent abuse of power By RICHARD WHITE Published July 29, 2006 -------------------------------------------------------------------------------- Q. Can the president dismiss a committee, formed by the board, without board approval? Our bylaws are not very specific on the powers of our president. A. A president can almost take any action the board of directors and members allow him or her to take. But there are ways for the board and members to control abuse of power. If the directors are unhappy with the actions of the president or any other officer, they can appoint new officers at any properly called board meeting. Members have the right to recall directors but it's a more complicated procedure. Powers of the board and officers are usually found in your bylaws. The relevant statutes are FS 617, FS 718, FS 719, FS 720, and the Administrative Codes. Joe

Joseph West Official HOATalk.com Sponsor Community Associations Network, LLC www.CommunityAssociations.net *See legal notice below (end of page) or go to www.hoatalk.com/legal

JohnA
(Texas)

Posts:6

08/07/2006 11:45 AM
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.

LisaP
(Florida)

Posts:32

08/08/2006 5:11 AM
Thanks, Richard. I made a point via email last night to the Board but no response yet. I can only imagine what the response will be. In any case, I intend to address this as both a point of order at the next meeting and send a certified letter of inquiry within the next few days.

LisaP
(Florida)

Posts:32

08/08/2006 5:12 AM
Thanks, JohnA. A ton of info and very useful. I appreciate all of your help and time with this matter.

You are not authorized to post a reply.

Forums > Homeowner Association > HOA Discussions > Board and Officer Duties