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ThelmaB
(Tennessee)
Posts:29
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| 08/17/2010 5:28 PM |
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Is the Board President suppose to discuss everything with the Board before acting on it, for example, signing of contracts, giving ok's for projects, etc.
Is the Secretary supposed to have copies of all Documents and Contracts from Management? |
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TimB4
(Virginia)
Posts:3247
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| 08/17/2010 8:20 PM |
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Thelma,
It depends on your governing documents, past practices and the power the board authorized to the position of President or the duties that have been assigned.
Typically, the president signs all contracts for the Board. However, each contract should be voted on by the Board prior to signing. The Secretary is typically responsible for custody of the records of the Association. If this is true in your Association, then yes the secretary should have the original of every contract. However, other officers should probably have copies of them in their files for easy access.
It's unrealistic to think that various officers would seek or require permission to do the day to day functions that are needed to carry out their responsibilities between board meetings. These are sometimes called actions without a meeting. However, these actions must either be approved ahead of time (i.e. you are authorized to negotiate for the removal of the tree providing it doesn't cost more then $$$) or be reasonably expected that a majority of the board would agree. (i.e. a tree fell in a storm and needed to be removed from the road and an officer contacted people and obligated the association to the action). Sometimes, when this happens, prior approval is done via quick emails between directors.
Either way, this is typically legal providing it is recorded in the minutes of the next Board meeting. However, some governing documents and/or State corporate laws don't allow this. Therefore, you should read each to be sure.
If any Officer exceeds their authority, the Directors should take steps, up to and including removal from office, to correct the problem. Unfortunately, the reality of it tends to be that the individual is just allowed to exceed their authority because no one is willing to step forward and assume those duties.
My advise, if you are a member of the Board, question the actions. If the individual knows their actions are being questioned they may change their ways. If you are just a member, attend the board meetings on a regular basis and raise concerns if the actions are questionable. If the Board knows that their actions are being observed and raise concerns they may change their ways. Perhaps, if not already doing it, you will be inspired to serve in a position for the Association.
Tim |
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SusanW1
(Michigan)
Posts:5035
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| 08/18/2010 4:18 AM |
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Yes, the Secretary should have a binder with all important papers in it, including current contracts.
All actions of the board should be backed up by motions. So if the budget has been approved for $500 tree trimming, then the president just signs the contract for the work.
Can you be more specific about your concerns? Is the president entering into contracts without the knowledge of the board?
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ThelmaB
(Tennessee)
Posts:29
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| 08/18/2010 9:49 PM |
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| Thanks for the reply.The President makes many decisions, signs contracts, ok's signing of Venders checks, without first discusion with the Board. The Board is questioned why we would need copies of all contracts, so we never recieve them. Is this the proper procedure? Thanks in advance of your answer. |
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ThelmaB
(Tennessee)
Posts:29
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| 08/18/2010 9:51 PM |
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| Thanks Tim for your reply |
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GlenL
(Ohio)
Posts:3526
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| 08/19/2010 12:01 AM |
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Thelma, unless the Board is still under control of the Declarant, in most cases the Board could remove the person from the position of president and elect another BOD member to serve as president. Of course that would require the someone to be willing to step up.
Note, I said remove him from the position of president not the Board, that would require a homeowner vote to do. |
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Too bad the only people who know how to run the country are busy driving cabs and cutting hair. - George Burns |
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MaryA1
Posts:0
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| 08/19/2010 7:47 AM |
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Thelma,
I see no reason why each board member should receive a copy of a contract. However, before the contract is let it should be thoroughly discussed at a board meeting and require a majority vote of the BOD to approve. The Pres should sign the contract; normally that is one of the duties of the Pres as outlined in the bylaws. Once the contract is entered into then the treas. may make payments on it w/o board approval, unless the invoices differ from the contract requirements. The board member, or property mgr, who is overseeing the work being done should make monthly progress reports to the board. The treas. may report on what payments have been made as this may not be clearly detailed in the financial statements. |
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BruceC3
(Ohio)
Posts:17
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| 09/19/2010 4:57 PM |
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Our President is the President, Vice President, Treasurer and sometimes Secretary because he is a control freak.
He hides behind an attorney the association hired and no one here can fight against. Oh, but being a non-profit, maybe the IRS can help. |
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BruceC3
(Ohio)
Posts:17
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| 09/19/2010 4:57 PM |
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Our President is the President, Vice President, Treasurer and sometimes Secretary because he is a control freak.
He hides behind an attorney the association hired and no one here can fight against. Oh, but being a non-profit, maybe the IRS can help. |
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