The Roll of the Board of Directors
The association has responsibility for its common elements as well as the management and operation of the association’s business affairs – – all in accordance with standards established by the governing documents created when the community was first developed. The association has authority and control and it is its board of directors that carries out these duties and responsibilities.
Members of the board of directors of an association serve without compensation. The board’s authority includes all of the powers and duties enumerated in general law, as long as these powers are not inconsistent with the provisions of the documents governing the association. Recommended term of a board member is a minimum of 2 years and not to exceed a maximum of 6 years. This however is not mandatory.
The fact that the Sterling Heights Homeowners Association is an Oregon not-for-profit corporation, or that the members of the board are volunteers and unpaid, does not relieve them from the high standards of trust and responsibility that the fiduciary relationship requires. When a member accepts a position on the board of directors, he or she is presumed to have knowledge of the duties and responsibilities of a board member.
What are the Roles and Responsibilities of The Officers of the Association?
President
The president of an association is vested with all the powers generally given to the chief executive officer of a corporation. It is generally presumed that he or she will preside at all meetings of the board and the membership. The president will execute contracts, orders and other documents in the name of the association as its agent. When signing documents, the president should indicate the capacity in which he or she is signing in order to avoid any personal liability since the president’s signature, under most circumstances, will bind the association under a doctrine of inherent powers.
The president also assumes general charge of the day-to-day administration of the association and has the authority to order specific actions in furtherance of the board’s policies.. Like all officers of the association, the president has an affirmative duty to carry out the responsibilities of the office in the best interests of the association. Unless otherwise specified in governing documents, the president serves at the will of the board of directors and can be removed with or without cause at any time by a majority of the full board.
Vice President
The vice-president is vested with all the powers which are required to perform the duties of the association president in the absence of the president. The vice president does not automatically possess inherent powers to act in the capacity of the chief executive officer, and may act for the president only when the president is actually absent or otherwise unable to act. The vice-president may assume such additional duties as are defined by the board of directors. Often, the vice-president will chair one or more substantive committees like that of architectural review.
Secretary
The secretary of the association is responsible for keeping and maintaining a record of all meetings of the board and the membership and is the custodian for most of the official records of the association. The position of secretary is not simply a clerical position. In many cases, the secretary will not actually keep the minutes of the meetings, but will be responsible for obtaining someone who will do so as a recorder or assistant secretary. As the custodian for the minutes and other official records of the association, the secretary is responsible for insuring access to those records by the members of the association and their authorized representatives in a timely fashion.
Treasurer
The treasurer is the custodian of the funds, securities and financial records of the association. The treasurer is responsible for coordinating the development of the proposed annual budget and for preparing and giving the annual financial report on the financial status of the association.
The treasurer does not have the authority to bind the association or the board of directors in dealings with third parties unless the board has provided express authority for the treasurer to do so.
A Recap of the Board Member’s Role:
Acting through the board as a whole, a board member should:
Enforce the documents
Establish sound fiscal policies and maintain accurate records
Develop a workable budget, keeping in mind the needs, requirements and expectations of the community
Establish reserve funds
Act on budget items and determine assessment rates
Collect assessments
Establish, publicize, and enforce rules and penalties
Authorize legal action against owners who do not comply with the rules
Review local laws before passing rules or sending bylaws to membership for approval
Appoint committees and delegate authority to them
Select an attorney, an auditor, insurance agent and other professionals for the association
Provide adequate insurance coverage, as required by the bylaws and local governmental agencies
Inform board members of all business items that require their vote
Inform members of important board decisions and transactions
See that the association is protected for the acts of all parties with fiscal responsibilities
Attend and participate at meetings
