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Subject: Board Director
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05/05/2006 9:56 PM  
What are the duties of a Board Director?


05/06/2006 7:58 AM  
Patricia, these should be in your By-laws as well as the duties of each of the officers. Following is an example of Powers and Duties for a Board in Colorado. (note: sometimes formatting if not preserved during cut and paste)


The Board of Directors shall act in all instances on behalf of the Association, except as provided in the Nonprofit Corporation Act, the Colorado Common Interest Ownership Act, the Declaration, or these Bylaws. The Board shall have, subject to the limitations contained in these said documents, the powers and duties necessary for the administration of the affairs of the Association, including the following powers and duties:
a) administer and enforce the covenants, conditions, restrictions, easements, uses, limitations, obligations and all other provisions as set forth in the Nonprofit Corporation Act, the Colorado Common Interest Ownership Act, the Declaration, these Bylaws, and the Rules and Regulations;
b) procure and maintain insurance coverage as may be required to comply with the Declaration and additional insurance which the Board deems prudent after evaluating cost versus risk, insurance may include liability, property, fidelity, and broad Directors' and Officers’ insurance which covers the Association, current and former Directors and Officers, Management Company, Agents, Committee members and other persons performing for the Association;
c) adopt and publish rules and regulations governing the use of the Lots, the Common Areas, the Common Interest Community, or any portion thereof, and any facilities thereon and the personal conduct of the Members and their guests thereon, and to establish penalties for the infraction thereof;
d) enter into, make, perform or enforce contracts, licenses, leases and agreements of every kind and description. Acquire, hold, encumber and convey in the name of the Association any right, title or interest to real or personal property, provided, however, that Common Areas may be conveyed or subjected to a security interest upon the consent of Members to which at least eighty percent of the votes in the Association are allocated and in accordance with C.R.S. § 38-33.3-312;
e) provide for maintenance, repair and/or reconstruction of the Common Elements, other parcels of real property, and Improvements, as more fully provided in the Declaration;
f) cause to be kept a complete set of records of all its acts and corporate affairs, financial records shall be maintained in accordance with generally accepted accounting practices, records shall be reasonably available for copying and examination by an Owner or such Owner’s authorized agent during working hours upon requesting specific records and the purpose of the request;
g) as more fully provided in the Declaration, to:
1) determine the amount of the annual assessment against each Lot, from time to time, in accordance with the Association operating and reserve budgets, and revise the amount of the annual assessment when necessary if such budget is rejected by the Owners;
2) collect all assessments as levied by the Board of Directors from the Owners as are authorized in the Declaration and foreclose the lien against any Lot for which assessments are not paid within one hundred eighty (180) days after the due date, or bring an action at law against the Owner personally obligated to pay the same;
3) impose late charges and interest for late payment of assessments, recover reasonable attorney fees and other costs for collection of assessments and other actions to enforce the power of the Association, and, after Notice and Hearing, levy reasonable Individual Assessments and Fines for violations of the Declaration, Bylaws, and Rules and Regulations of the Association in accordance with the Declaration;
h) cause to be issued at a reasonable charge, upon demand by any Owner, a Certificate of Status of Assessment, which shall be conclusive evidence of such payment as to all persons who rely thereon in good faith, and the Certificate of Status of Assessment shall include a request, that upon title transfer, to provide a copy of the new deed and a copy of the Seller’s disclosure statement which has been signed by the Buyer as specified in statute 38-35.7-102(1)(b);
(i) elect a Member to the Board to fill a vacancy on the Board, and to declare an office of the Board to be vacant in the event the Member holding that office is absent from two meetings of the Board in any twelve month period;
j) hire and terminate a managing agent or other contractors as they deem necessary, and to prescribe their duties. All of the powers and duties granted to the Board hereunder may be delegated to a managing agent; provided however that such delegation shall not relieve the Board of Directors of responsibility thereof;
k) supervise all officers, agents and employees of the Association, and see that their duties are properly performed;
l) provide for Architectural Design Review and approval of all modifications within The Planned community and for the enforcement of restrictions as set forth in the Declaration and Rules and Regulations;
m) enter upon a Lot when necessary without being guilty of trespass in the performance of its duties as outlined in the Declaration;
n) institute, defend, or intervene in litigation or administrative proceedings in its own name on behalf of itself or an Owner on matters affecting The Properties;
o) borrow money, providing such security as is necessary, providing that such borrowing has the prior written approval of Members who are entitled to cast at least sixty seven percent of the votes in the Association;
p) exercise any other powers conferred by the Declaration, Articles or Bylaws; and
q) exercise all other powers necessary for the proper governing and operation of the Association.

The full extent of these powers shall not be restricted by implication, nor shall any enumeration or description of powers, obligations, duties or procedures, or any other provision of the Declaration, Articles, Bylaws, Rules and Regulations or other applicable documents, limit or restrict the full extent of the powers unless expressly and specifically identified as such a restriction or limitation.
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